Common use of Compliance Services Clause in Contracts

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the implementation and ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust agrees to provide MFund with copies of any current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”). (c) MFund will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board to serve as the Trust’s Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the Chief Compliance Officer, as needed, in his or her preparation, condutcting and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers (iv) support the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to the Board by the Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of standards for reports to the Board by the Chief Compliance Officer; (vii) support the Chief Compliance Officer, as needed, in the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “"Board”") to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)0000 Xxx. (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause an initial copy of its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser compliance policies and any other service providers to the Trust covered by Rule 38a-1 other than MFundprocedures. MFund BISYS shall review and evaluate all such existing information information, initiate and , through coordinate the designated Chief Compliance Officer, coordinate creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust as provided in Rule 38a-1, and as amended, including but not limited to the Investment Adviser, Distributor, Transfer Agent, Administrator and Accountant, ("Service Providers") as applicable. Drafts shall be prepared by BISYS in consultation with the Trust and its counsel and shall be submitted for in review and comment. Upon approval by the Board, such documents or documents shall become effective as the "Fund Compliance Program" required under Rule 38a-1 (“Service Providers”as amended from time to time upon the approval of the Board). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable provide support and assistance to the Board to serve as the Trust’s 's Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iiiii) provide support and assistance to the Trust's Chief Compliance Officer, as needed, Officer in his or her preparation, condutcting preparing and evaluation of evaluating the results of annual reviews of the compliance policies and procedures of Service Providers; (iii) provide other support services to the Chief Compliance Officer of the Trust, including support for conducting an annual review of the Fund and the Fund’s Service Providers Compliance Program; (iv) support assist the Trust's Chief Compliance Officer, as needed, Officer in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers, including reports relating to compliance exceptions, to the testing and monitoring of the service provider procedures and to the processes by which the Trust meets various tax and regulatory filing requirements and such other reports as may be required to support the Fund Compliance Program; (viv) support assist the Trust's Chief Compliance Officer, as needed, with the development of Officer in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support assist the Trust's Chief Compliance Officer, as needed, in Officer and otherwise provide support with regard to the administration of the Fund Compliance Program, documentation for to be submitted to the Board to enable it to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “"Board”") to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)Act. (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through coordinate the designated Chief Compliance Officer, coordinate creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust as provided for in Rule 38a-1 (“"Service Providers”"). Drafts shall be prepared by BISYS in consultation with the Trust and its counsel and shall be submitted for review and comment. Upon approval by the Board, such documents or documents shall become effective as the fund compliance program required under Rule 38a-1 (as amended from time to time upon the approval of the Board, the "Fund Compliance Program"). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s 's Chief Compliance Officer andto administer the Fund Compliance Program, to the extent provided in Section 2(a3(a) below; (ii) support assist the Chief Compliance Officer , as needed, Trust in his or her reviewing developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support assist the Chief Compliance Officer, as needed, Trust in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as needed, including support for conducting an annual review of the Fund Compliance Program; (v) assist in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of assist in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support the Chief Compliance Officer, as needed, assist in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the development and implementation and ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “Board”) and the Chief Compliance Officer to be reasonably designed to prevent the Trust from violating the provisions of the Federal federal securities laws applicable to the Trust (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust agrees to provide MFund with copies of any current compliance policies and procedures and furnish (and cause direct its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFund38a-1. MFund shall review and evaluate all such existing information and and, through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”). (c) MFund will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board to serve as the Trust’s Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing review and implementing implementation of the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the Chief Compliance Officer, as needed, in his or her preparation, condutcting development, implementation and evaluation ongoing maintenance of the Fund Compliance Program; (iv) conduct an annual review of the Fund Compliance Program; (v) evaluate the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (ivvi) support the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to the Board by the Service Providers; (vivii) support the Chief Compliance Officer, as needed, with the development of standards for reports to the Board by the Chief Compliance Officer; (viiviii) support the Chief Compliance Officer, as needed, in the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viiiix) provide such information reasonably requested by the CCOChief Compliance Officer, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, which shall be deemed by the Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws Securities Laws applicable to the Trust (the “Applicable Securities Laws”)Trust, as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)0000 Xxx. (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 Service Providers to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance ProgramProgram (as defined below). Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 Service Providers other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through create a written document or documents designed to embody the designated Chief Compliance Officer, coordinate the oversight of overall fund compliance program which will include the compliance programs of the service providers Service Providers to the Trust. Drafts shall be prepared by BISYS in consultation with the Trust provided and its counsel and shall be submitted for in review and comment. Upon approval by the Board of Trustees of the Trust (the "Board"), such documents or documents shall become effective as the fund compliance program required under Rule 38a-1 (“Service Providers”as amended from time to time upon the approval of the Board, the "Fund Compliance Program"). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: : (i) make available an individual individual, acceptable to the Board Board, available to serve as the Trust’s 's chief compliance officer as provided in Rule 38a-1(a)(4) of the 1940 Act to administer the Fund Compliance Program (the "Chief Compliance Officer andOfficer"), to the extent provided in Section 2(a) below; . The individual serving as Chief Compliance Officer must be available, at the discretion of the Board and in any event no less frequently than annually, to meet separately with the independent members of the Board; (ii) support through the Chief Compliance Officer Officer, develop, implement and maintain (as neededrequired from time to time, in his or her reviewing and implementing including to reflect any amendments to Rule 38a-1) the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; above; (iii) support through the Chief Compliance Officer, conduct, as neededneeded in response to significant compliance events, changes in business arrangements and regulatory developments and, in his or her preparationno event less than annually, condutcting and evaluation a review of the results of annual reviews Fund Compliance Program which will include a review of the compliance adequacy of the policies and procedures and the effectiveness of their implementation; (iv) through the Chief Compliance Officer, provide a written report to the Board that, at a minimum, addresses: (A) the Chief Compliance Officer's assessment of the operation of the policies and procedures of the Fund Trust and each Service Provider, any material changes made to those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review conducted; (B) each Material Compliance Matter (as defined under Rule 38a-1) that occurred since the date of the last report; and (C) the Chief Compliance Officer's assessment of the adequacy of the policies and procedures and the Fund’s Service Providers effectiveness of their implementation; and (ivv) support through the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to provide the Board by the Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of standards any additional information specifically requested or otherwise reasonably necessary for reports to the Board by the Chief Compliance Officer; (vii) support the Chief Compliance Officer, as needed, in the administration of to review and evaluate the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in . In connection with the Board’s determination regarding services set forth above in paragraphs (c)(ii), (iii), (iv) and (v) of this Section 1, in the adequacy and effectiveness event that the Board retains a Chief Compliance officer that is not provided by BISYS, the services shall consist of providing the compliance policies and procedures appropriate level of support to the FundChief Compliance Officer to reasonably enable him or her to fulfill the duties set forth therein.

Compliance Services. (a) The Trust Fund and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the development and implementation and ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust Fund (the “Board”) and the Chief Compliance Officer to be reasonably designed to prevent the Trust Fund from violating the provisions of the Federal federal securities laws applicable to the Trust Fund (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust Fund agrees to provide MFund with copies of any current compliance policies and procedures and furnish (and cause direct its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust Fund covered by Rule 38a-1 other than MFund38a-1. MFund shall review and evaluate all such existing information and and, through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust Fund provided for in Rule 38a-1 (“Service Providers”). (c) MFund will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board to serve as the TrustFund’s Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing review and implementing implementation of the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the Chief Compliance Officer, as needed, in his or her preparation, condutcting development, implementation and evaluation ongoing maintenance of the Fund Compliance Program; (iv) conduct an annual review of the Fund Compliance Program; (v) evaluate the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (ivvi) support the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to the Board by the Service Providers; (vivii) support the Chief Compliance Officer, as needed, with the development of standards for reports to the Board by the Chief Compliance Officer; (viiviii) support the Chief Compliance Officer, as needed, in the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viiiix) provide such information reasonably requested by the CCOChief Compliance Officer, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the implementation and ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust agrees to provide MFund with copies of any current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and and, through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”). (c) MFund will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board to serve as the Trust’s Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the Chief Compliance Officer, as needed, in his or her preparation, condutcting and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers (iv) support the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to the Board by the Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of standards for reports to the Board by the Chief Compliance Officer; (vii) support the Chief Compliance Officer, as needed, in the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “"Board”") to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)0000 Xxx. (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through coordinate the designated Chief Compliance Officer, coordinate creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust as provided for in Rule 38a-1 (“"Service Providers”"). Drafts shall be prepared by BISYS in consultation with the Trust and its counsel and shall be submitted for review and comment. Upon approval by the Board, such documents or documents shall become effective as the fund compliance program required under Rule 38a-l (as amended from time to time upon the approval of the Board, the "Fund Compliance Program"). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s 's Chief Compliance Officer andto administer the Fund Compliance Program, to the extent provided in Section 2(a3(a) below; (ii) support assist the Chief Compliance Officer , as needed, Trust in his or her reviewing developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support assist the Chief Compliance Officer, as needed, Trust in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as needed, including support for conducting an annual review of the Fund Compliance Program; (v) assist in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of assist in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support the Chief Compliance Officer, as needed, assist in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be are deemed by the Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions of the Federal federal securities laws applicable to the Trust (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)0000 Xxx. (b) The Trust agrees to provide MFund Citi with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the Fund Compliance Programdesign and implementation of a fund compliance program for the Trust. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFundCiti. MFund Citi shall review and evaluate all such existing information and , through coordinate the designated Chief Compliance Officer, coordinate creation of documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust as provided for in Rule 38a-1 (“Service Providers”). Drafts shall be prepared by Citi in consultation with the Trust and its counsel and shall be submitted to the Board for review and comment. Upon approval by the Board, such documents shall effectively embody the compliance program for the Trust required under Rule 38a-1 (as amended from time to time upon the approval of the Board, the “Fund Compliance Program”). (c) MFund Citi will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s Chief Compliance Officer andto administer the Fund Compliance Program, to the extent provided in Section 2(a3(a) below; (ii) support assist the Chief Compliance Officer , as needed, Trust in his or her reviewing developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support assist the Chief Compliance Officer, as needed, Trust in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as needed, including support for conducting an annual review of the Fund Compliance Program; (v) assist in the creation of reasonable developing standards for reporting reports to the Board by the Citi and other Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of assist in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support the Chief Compliance Officer, as needed, assist in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “"Board”") to be reasonably designed to prevent the Trust from violating the provisions violation of the Federal securities laws applicable to the Trust Securities Laws (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)Act. (b) The Trust agrees to provide MFund BISYS with copies of any cxxxxx xx its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the "Fund Compliance Program" (as defined below). Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and and, through working with the designated Chief Compliance OfficerOfficer (as defined below), coordinate the creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust provided (including, for this purpose, BISYS and any of its affiliated entities that provide services to the Trust) (collectively, "Service Providers") as required of the Trust under Rule 38a-1. Drafts of such written document(s) shall be prepared by BISYS in consultation with the Trust and its counsel, with a view to preparation of a final document to be submitted to the Board for its approval in the manner contemplated by Rule 38a-1, which final document shall, upon approval by the Board, become effective as the fund compliance program required under Rule 38a-1 (“Service Providers”as amended from time to time in the manner contemplated by Rule 38a-1, the "Fund Compliance Program"). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s 's "Chief Compliance Officer andOfficer" (as defined hereinbelow) to administer the Fund Compliance Program, to the extent provided in Section 2(a3(a) below; (ii) support assist the Chief Compliance Officer Trust in developing, as needed, in his or her reviewing implementing and implementing maintaining the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support assist the Chief Compliance Officer, as needed, Trust in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as needed, including support for conducting an annual review of the Fund Compliance Program; (v) assist in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of assist in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support the Chief Compliance Officer, as needed, assist in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the implementation and ongoing maintenance of written compliance policies polices and procedures (the “Fund Compliance Program”) which, in the aggregate, shall be deemed by the Trust’s Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)Act. (b) The Trust agrees to provide MFund with copies of any current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this AgreementAddendum: (i) make available an individual acceptable to assist the Board to serve as Trust in maintaining the Fund Compliance Program; (ii) assist the Trust’s Chief Compliance Officer and, to (the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the “Chief Compliance Officer, as needed, ” or “CCO”) in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and service providers to the Fund’s Trust as provided in Rule 38a-1 (“Service Providers Providers”); (iviii) provide support services to the Chief Compliance Officer, as needed, including support for conducting an annual review of the Fund Compliance Program; (iv) assist the Chief Compliance Officer in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers; (viv) support assist the Chief Compliance Officer, as needed, with the development of Officer in developing standards for reports to the Board by the Chief Compliance Officer; (viivi) support assist the Chief Compliance Officer, as needed, Officer in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; (vii) perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the services set forth in this Addendum) provided to the Trust by BISYS and any BISYS affiliate acting as the Trust’s distributor, taking into account reasonable requests from the CCO to the extent practicable; (viii) provide copies of any compliance policies and procedures and any amendments thereto relating to BISYS and any BISYS affiliate acting as the Trust’s distributor as the Trust or the CCO may reasonably request in connection with the Fund Compliance Program; (ix) provide copies of BISYS’ SAS 70 reports and SEC deficiency letters to the extent comments relate specifically to the Fund, and upon the periodic request of the Trust, redacted copies of SEC deficiency letters of BISYS or its affiliates that provide services to the Trust, to the extent that comments relate and are applicable to the services provided to the Trust (BISYS may redact client names and such other information it deems confidential); and (viiix) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of BISYS and any BISYS affiliate acting as the FundTrust’s distributor. (c) The Trust will provide or arrange for the provision of the Chief Compliance Officer. The Trust acknowledges that BISYS will not be responsible for providing the Chief Compliance Officer, and that if the Trust elects to have BISYS provide the Chief Compliance Officer in the future, additional terms and conditions and additional fees will apply. The Trust will provide to BISYS copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as BISYS deems necessary or desirable in order to perform its obligations under this Addendum. (d) Notwithstanding any provision of the Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, it is expressly agreed and acknowledged that BISYS cannot ensure that the Trust complies with the Applicable Securities Laws.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree a. Consultant shall name Mr. Xxxxx Xxxxx to coordinate and cooperate in connection with the implementation and ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees serve as CCO of the Trust (the “Board”) to be reasonably designed to prevent assist the Trust from violating the provisions of the Federal securities laws applicable in meeting its compliance obligations pursuant to the Trust (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)38a-1. (b) The Trust b. Consultant agrees to provide MFund with copies of any current compliance policies prepare for the Board, quarterly and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and annually, through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”). (c) MFund will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable a written report to the Board to serve as which addresses at a minimum: i. the Trust’s Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the Chief Compliance Officer, as needed, in his or her preparation, condutcting and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers (iv) support the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to the Board by the Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of standards for reports to the Board by the Chief Compliance Officer; (vii) support the Chief Compliance Officer, as needed, in the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy operation and effectiveness of the compliance policies and procedures of the FundTrust and each “Service Provider” to the Trust as defined in Rule 38a-1 since the date of the last Report to the Board; ii. any material changes to the compliance policies and procedures since the date of the last report; iii. any recommendations for material changes to the compliance policies and procedures as a result of the annual review; iv. any material compliance matters that have arisen since the date of the last report. For purposes of this Agreement, the term “Service Provider” shall include the following with respect to the Trust: each investment adviser and sub-adviser to a series of the Trust (the “Advisers”), fund administrator and fund accountant, transfer agent, custodian and principal underwriters. The CCO will follow up on compliance issues raised by the Board at or before the next regularly scheduled Board meeting. v. The Trust hereby appoints Consultant to perform the services outlined above, along with the additional services described in Exhibit A attached hereto, and any other services requested by the Board from time to time (the “Services”). vi. Consultant accepts such appointment and agrees to render the Services for the compensation herein provided, subject to the direction and control of the Trust and its management and the Board. The duties of Consultant shall be confined to those expressly set forth herein, as deemed reasonably necessary by the Board, and no implied duties are assumed by or may be asserted against Consultant hereunder. Consultant will perform all Services: (a) that are required, in Consultant’s reasonable determination and upon prior notice to (and approval from) the Board, to adequately implement and maintain the compliance program in accordance with Rule 38a-1, or (b) as directed by the Board, or directed by a Service Provider and approved by the Board. vii. The Board shall direct each Service Provider to cooperate with Consultant and to provide Consultant with such information, documents and advice as necessary and/or appropriate or as requested by Consultant, in order to enable Consultant to perform its duties hereunder. In connection with its duties hereunder, Consultant shall (without investigation or verification) be entitled, and is hereby instructed to, rely upon any and all instructions, advice, information or documents provided to Consultant by an officer or trustee of the Trust or by any executive officer of the Service Providers. Consultant shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Consultant shall not be held to have notice of any change of authority of any officer, agent, representative or employee of the Trust or any Service Provider until receipt of written notice thereof. At the reasonable request of Consultant, the Trust and each of its Service Providers will certify periodically as to certain matters relating to compliance with applicable federal securities laws. The Trust agrees that successful completion of the Services described in this Agreement by Consultant will require the active participation and timely response by the Trust and the Service Providers to requests of Consultant. viii. Notwithstanding the appointment described herein, the Trust has and retains responsibility for all compliance matters relating to the Trust, including but not limited to compliance with all applicable provisions of the 1940 Act, including Rule 38a-1 thereunder. Additionally, the Trust acknowledges and agrees that each Service Provider has and retains responsibility for its own compliance obligations under applicable laws. ix. The Trust acknowledges and agrees that, from time to time, it may be necessary for Consultant to consult with legal counsel to the Trust or independent legal counsel to the Trust’s independent trustees. The Trust agrees that legal fees incurred in consultations with legal counsel that are reasonably related to the Trust’s compliance program will remain the responsibility of the Trust.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, which shall be deemed by the Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws Securities Laws applicable to the Trust (the “Applicable Securities Laws”)Trust, as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)Act. (b) The Trust agrees to provide MFund BISYS with copies of any current itx xxxxxxt compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 Service Providers to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance ProgramProgram (as defined below). Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 Service Providers other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through create a written document or documents designed to embody the designated Chief Compliance Officer, coordinate the oversight of overall fund compliance program which will include the compliance programs of the service providers Service Providers to the Trust. Drafts shall be prepared by BISYS in consultation with the Trust provided and its counsel and shall be submitted for in review and comment. Upon approval by the Board of Trustees of the Trust (the "Board"), such documents or documents shall become effective as the fund compliance program required under Rule 38a-1 (“Service Providers”as amended from time to time upon the approval of the Board, the "Fund Compliance Program"). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: : (i) make available an individual individual, acceptable to the Board Board, available to serve as the Trust’s 's chief compliance officer as provided in Rule 38a-1(a)(4) of the 1940 Act to administer the Fund Compliance Program (the "Chief Compliance Officer andOfficer"), to the extent provided in Section 2(a) below; . The individual serving as Chief Compliance Officer must be available, at the discretion of the Board and in any event no less frequently than annually, to meet separately with the independent members of the Board; (ii) support through the Chief Compliance Officer Officer, develop, implement and maintain (as neededrequired from time to time, in his or her reviewing and implementing including to reflect any amendments to Rule 38a-1) the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; above; (iii) support through the Chief Compliance Officer, conduct, as neededneeded in response to significant compliance events, changes in business arrangements and regulatory developments and, in his or her preparationno event less than annually, condutcting and evaluation a review of the results of annual reviews Fund Compliance Program which will include a review of the compliance adequacy of the policies and procedures and the effectiveness of their implementation; (iv) through the Chief Compliance Officer, provide a written report to the Board that, at a minimum, addresses: (A) the Chief Compliance Officer's assessment of the operation of the policies and procedures of the Fund Trust and each Service Provider, any material changes made to those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review conducted; (B) each Material Compliance Matter (as defined under Rule 38a-1) that occurred since the date of the last report; and (C) the Chief Compliance Officer's assessment of the adequacy of the policies and procedures and the Fund’s Service Providers effectiveness of their implementation; (ivv) support through the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to provide the Board by with any additional information specifically requested or otherwise reasonably necessary for the Service Providers; Board to review and evaluate the Fund Compliance Program;and (vi) support through the Chief Compliance Officer, as needed, provide the Board with the development prompt notification of standards for reports any serious compliance issues that have come to the Board by attention of BISYS or the Chief Compliance Officer; . In connection with the services set forth above in paragraphs (viic)(ii), (iii), (iv) and (v) of this Section 1, in the event that the Board retains a Chief Compliance officer that is not provided by BISYS, the services shall consist of providing the appropriate level of support to the Chief Compliance Officer, as needed, in Officer to reasonably enable him or her to fulfill the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fundduties set forth therein.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions violation of the Federal securities laws applicable to the Trust Securities Laws (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)0000 Xxx. (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the “Fund Compliance Program” (as defined below). Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and and, through working with the designated Chief Compliance OfficerOfficer (as defined below), coordinate the creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust provided (including, for this purpose, BISYS and any of its affiliated entities that provide services to the Trust) (collectively, “Service Providers”) as required of the Trust under Rule 38a-1. Drafts of such written document(s) shall be prepared by BISYS in consultation with the Trust and its counsel, with a view to preparation of a final document to be submitted to the Board for its approval in the manner contemplated by Rule 38a-1, which final document shall, upon approval by the Board, become effective as the fund compliance program required under Rule 38a-1 (as amended from time to time in the manner contemplated by Rule 38a-1, the “Service ProvidersFund Compliance Program”). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s “Chief Compliance Officer andOfficer” (as defined hereinbelow) to administer the Fund Compliance Program, to the extent provided in Section 2(a3(a) below; (ii) support assist the Chief Compliance Officer Trust in developing, as needed, in his or her reviewing implementing and implementing maintaining the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support assist the Chief Compliance Officer, as needed, Trust in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as needed, including support for conducting an annual review of the Fund Compliance Program; (v) assist in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of assist in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support the Chief Compliance Officer, as needed, assist in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through has adopted the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be are deemed by the Board of Trustees of the Trust (the “"Board”") to be reasonably designed to prevent the Trust from violating the provisions of the Federal federal securities laws applicable to the Trust (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “"Fund Compliance Program”"). (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause using reasonable efforts request its investment advisers adviser, principal underwriter, administrator, and other service providers covered by Rule 38a-1 transfer agent (collectively, "Service Providers") to furnish furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s 's Chief Compliance Officer andto administer the Fund Compliance Program, to the extent provided in Section 2(a) below; (ii) support through the Chief Compliance Officer Officer, as needed, assist in his or her reviewing and implementing maintaining the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments amended from time to time; (iii) support through the Chief Compliance Officer, as needed, in his or her preparation, condutcting prepare and evaluation of evaluate the results of annual reviews of the Fund Compliance Program and the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as neededincluding support for conducting an annual review of the Fund Compliance Program and the compliance policies and procedures of Service Providers; (v) through the Chief Compliance Officer and otherwise in support of the Fund Compliance Program, in the creation of reasonable develop standards for reporting reports to the Board by the Service Providers; (vi) support through the Chief Compliance Officer, as needed, with the development of develop standards for reports to the Board by the Chief Compliance Officer; and (vii) support through the Chief Compliance Officer, as needed, Officer and otherwise in the administration support of the Fund Compliance Program, prepare or provide documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “"Board”") to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)Act. (b) The Trust agrees to provide MFund BISYS with copies of any copixx xx xxs current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through coordinate the designated Chief Compliance Officer, coordinate creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust as provided for in Rule 38a-1 (“"Service Providers”"). Drafts shall be prepared by BISYS in consultation with the Trust and its counsel and shall be submitted for review and comment. Upon approval by the Board, such documents or documents shall become effective as the fund compliance program required under Rule 38a-1 (as amended from time to time upon the approval of the Board, the "Fund Compliance Program"). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s 's Chief Compliance Officer andto administer the Fund Compliance Program, to the extent provided in Section 2(a) below; (ii) support assist the Chief Compliance Officer , as needed, Trust in his or her reviewing developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support assist the Chief Compliance Officer, as needed, Trust in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as needed, including support for conducting an annual review of the Fund Compliance Program; (v) assist in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of assist in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support the Chief Compliance Officer, as needed, assist in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, which shall be deemed by the Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws Securities Laws applicable to the Trust (the “Applicable Securities Laws”)Trust, as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)1000 Xxx. (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 Service Providers to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance ProgramProgram (as defined below). Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 Service Providers other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through create a written document or documents designed to embody the designated Chief Compliance Officer, coordinate the oversight of overall fund compliance program which will include the compliance programs of the service providers Service Providers to the Trust. Drafts shall be prepared by BISYS in consultation with the Trust provided and its counsel and shall be submitted for in review and comment. Upon approval by the Board of Trustees of the Trust (the “Board”), such documents or documents shall become effective as the fund compliance program required under Rule 38a-1 (as amended from time to time upon the approval of the Board, the “Service ProvidersFund Compliance Program”). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: : (i) make available an individual individual, acceptable to the Board Board, available to serve as the Trust’s chief compliance officer as provided in Rule 38a-1(a)(4) of the 1940 Act to administer the Fund Compliance Program (the “Chief Compliance Officer andOfficer”), to the extent provided in Section 2(a) below; . The individual serving as Chief Compliance Officer must be available, at the discretion of the Board and in any event no less frequently than annually, to meet separately with the independent members of the Board; (ii) support through the Chief Compliance Officer Officer, develop, implement and maintain (as neededrequired from time to time, in his or her reviewing and implementing including to reflect any amendments to Rule 38a-1) the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; above; (iii) support through the Chief Compliance Officer, conduct, as neededneeded in response to significant compliance events, changes in business arrangements and regulatory developments and, in his or her preparationno event less than annually, condutcting and evaluation a review of the results of annual reviews Fund Compliance Program which will include a review of the compliance adequacy of the policies and procedures and the effectiveness of their implementation; (iv) through the Chief Compliance Officer, provide a written report to the Board that, at a minimum, addresses: (A) the Chief Compliance Officer’s assessment of the operation of the policies and procedures of the Fund Trust and each Service Provider, any material changes made to those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review conducted; (B) each Material Compliance Matter (as defined under Rule 38a-1) that occurred since the date of the last report; and (C) the Chief Compliance Officer’s assessment of the adequacy of the policies and procedures and the Fund’s Service Providers effectiveness of their implementation; and (ivv) support through the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to provide the Board by the Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of standards any additional information specifically requested or otherwise reasonably necessary for reports to the Board by the Chief Compliance Officer; (vii) support the Chief Compliance Officer, as needed, in the administration of to review and evaluate the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in . In connection with the Board’s determination regarding services set forth above in paragraphs (c)(ii), (iii), (iv) and (v) of this Section 1, in the adequacy and effectiveness event that the Board retains a Chief Compliance officer that is not provided by BISYS, the services shall consist of providing the compliance policies and procedures appropriate level of support to the FundChief Compliance Officer to reasonably enable him or her to fulfill the duties set forth therein.

Compliance Services. (a) The Trust parties have coordinated and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate cooperated in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by were in a form that the Board of Trustees of the Trust (the “"Board”") deemed to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)0000 Xxx. (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures which have been approved by the Board and furnish which are effective (and cause its investment advisers and other service providers covered by Rule 38a-1 as amended from time to furnish all such additional information as may reasonably relate to time upon the approval of the Board, the "Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”"). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual reasonably acceptable to the Board available to serve as the Trust’s 's Chief Compliance Officer andto administer the Fund Compliance Program, to the extent provided in Section 2(a) below; (ii) support assist the Chief Compliance Officer , as needed, Trust in his or her reviewing and implementing maintaining the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support assist the Chief Compliance Officer, as needed, Trust in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and service providers to the Fund’s Trust (the "Service Providers Providers"); (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as needed, including support for conducting an annual review of the Fund Compliance Program; (v) assist in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of assist in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support the Chief Compliance Officer, as needed, assist in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; Providers and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the FundChief Compliance Officer.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “"Board”") to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “"Applicable Securities Laws”"), as required under Rule 38a-1 38a- 1 under the 1940 Act (the “Fund Compliance Program”)0000 Xxx. (b) The Trust agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through coordinate the designated Chief Compliance Officer, coordinate creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust as provided for in Rule 38a-1 (“"Service Providers”"). Drafts shall be prepared by BISYS in consultation with the Trust and its counsel and shall be submitted for review and comment. Upon approval by the Board, such documents or documents shall become effective as the fund compliance program required under Rule 38a-1 (as amended from time to time upon the approval of the Board, the "Fund Compliance Program"). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s 's Chief Compliance Officer and("Chief Compliance Officer") to administer the Fund Compliance Program, to the extent provided in Section 2(a3(a) below; (ii) support assist the Chief Compliance Officer , as needed, Trust in his or her reviewing developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support assist the Trust and the Chief Compliance Officer, as needed, Officer in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Trust, as needed, including support for conducting an annual review of the Fund Compliance Program; (v) assist in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of assist in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support the Chief Compliance Officer, as needed, assist in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the the; implementation and ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “Applicable Securities Laws”), as required under Rule 38a-1 38a-l under the 1940 Act (the “Fund Compliance Program”). (b) The Trust agrees to provide MFund with copies of any current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 38a-l other than MFund. MFund shall review and evaluate all such existing information and and, through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 38a-l (“Service Providers”). (c) MFund will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board to serve as the Trust’s Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer Officer, as needed, in his or her reviewing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the Chief Compliance Officer, as needed, in his or her preparation, condutcting conducting and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers (iv) support the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to the Board by the Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of standards for reports to the Board by the Chief Compliance Officer; (vii) support the Chief Compliance Officer, as needed, in the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust Company and MFundCCO3, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the , implementation and ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust Company (the “Board”) to be reasonably designed to prevent the Trust Company from violating the provisions of the Federal securities laws applicable to the Trust Company (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust Company agrees to provide MFund CCO3 with copies of any current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust Company covered by Rule 38a-1 other than MFundCCO3. MFund CCO3 shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust Company provided for in Rule 38a-1 (“Service Providers”). (c) MFund CCO3 will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board to serve as the TrustCompany’s Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the Chief Compliance Officer, as needed, Officer in his or her preparation, condutcting and evaluation of the results of annual reviews of the compliance policies and procedures of Service Providers; (iv) provide such other support services to the Chief Compliance Officer of as may be agreed by and between Chief Compliance Officer and the Company, including support for conducting an annual review of the Fund and the Fund’s Service Providers Compliance Program; (ivv) support the Chief Compliance Officer, as needed, Officer in the creation of reasonable standards for reporting to the Board by the Service Providers; (vi) support the Chief Compliance Officer, as needed, Officer with the development of standards for reports to the Board by the Chief Compliance Officer; and (vii) support the Chief Compliance Officer, as needed, Officer in the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation and implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust (the “"Board”") to be reasonably designed to prevent the Trust from violating the provisions of the Federal securities laws applicable to the Trust (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)Act. (b) The Trust agrees to provide MFund BISYS with copies of any current ox xxx xxrrent compliance policies and procedures and furnish (and cause an initial copy of its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser compliance policies and any other service providers to the Trust covered by Rule 38a-1 other than MFundprocedures. MFund BISYS shall review and evaluate all such existing information information, initiate and , through coordinate the designated Chief Compliance Officer, coordinate creation of a written document or documents designed to embody the overall fund compliance program and the oversight of the compliance programs of the service providers to the Trust as provided in Rule 38a-1, and as amended, including but not limited to the Investment Adviser, Distributor, Transfer Agent, Administrator and Accountant, ("Service Providers") as applicable. Drafts shall be prepared by BISYS in consultation with the Trust and its counsel and shall be submitted for in review and comment. Upon approval by the Board, such documents or documents shall become effective as the "Fund Compliance Program" required under Rule 38a-1 (“Service Providers”as amended from time to time upon the approval of the Board). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable provide support and assistance to the Board to serve as the Trust’s 's Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iiiii) provide support and assistance to the Trust's Chief Compliance Officer, as needed, Officer in his or her preparation, condutcting preparing and evaluation of evaluating the results of annual reviews of the compliance policies and procedures of Service Providers; (iii) provide other support services to the Chief Compliance Officer of the Trust, including support for conducting an annual review of the Fund and the Fund’s Service Providers Compliance Program; (iv) support assist the Trust's Chief Compliance Officer, as needed, Officer in the creation of reasonable developing standards for reporting reports to the Board by the BISYS and other Service Providers, including reports relating to compliance exceptions, to the testing and monitoring of the service provider procedures and to the processes by which the Trust meets various tax and regulatory filing requirements and such other reports as may be required to support the Fund Compliance Program; (viv) support assist the Trust's Chief Compliance Officer, as needed, with the development of Officer in developing standards for reports to the Board by the Chief Compliance Officer; and (viivi) support assist the Trust's Chief Compliance Officer, as needed, in Officer and otherwise provide support with regard to the administration of the Fund Compliance Program, documentation for to be submitted to the Board to enable it to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation, implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust Company (the “Board”) to be reasonably designed to prevent the Trust Company from violating the provisions of the Federal securities laws applicable to the Trust Company (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust Company agrees to provide MFund BISYS with copies of any current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 Company other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust Company as provided for in Rule 38a-1 (“Service Providers”). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the TrustCompany’s Chief Compliance Officer andOfficer, to the extent provided in Section 2(a) below; (ii) support through the Chief Compliance Officer Officer, as neededdevelop, in his or her reviewing implement and implementing administer the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support through the Chief Compliance Officer, as needed, in his or her preparation, condutcting prepare and evaluation of evaluate the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Company, as neededincluding support for conducting an annual review of the Fund Compliance Program; (v) through the Chief Compliance Officer and otherwise in support of the Fund Compliance Program, in the creation of reasonable develop standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support through the Chief Compliance Officer, as needed, with the development of develop standards for reports to the Board by the Chief Compliance Officer; (vii) support through the Chief Compliance Officer, as needed, Officer and otherwise in the administration support of the Fund Compliance Program, prepare or provide documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the services set forth in this Agreement) provided to the Company by BISYS and any BISYS affiliate acting as the Company’s distributor, taking into account reasonable requests from the Chief Compliance Officer to the extent practicable; (ix) provide such copies of any compliance policies and procedures and any amendments thereto relating to BISYS and any BISYS affiliate acting as the Company’s distributor as the Company or the Chief Compliance Officer may reasonably request in connection with the Fund Compliance Program; and (x) provide information reasonably requested by the CCO, Chief Compliance Officer or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of BISYS and any BISYS affiliate acting as the FundCompany’s distributor.. In connection with the services set forth above in clauses (ii), (iii), (v), (vi) and (vii) of this Section 1(c), in the event that the Board retains a Chief Compliance Officer that is not provided by BISYS, the services in relation to the Chief Compliance Officer shall consist of providing the appropriate level of support to the Chief Compliance Officer to reasonably enable him or her to fulfill the duties set forth therein.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the implementation and ongoing maintenance of written compliance policies polices and procedures (the “Fund Compliance Program”) which, in the aggregate, shall be deemed by the Company’s Board of Trustees of the Trust (the “Board”) to be reasonably designed to prevent the Trust Company from violating the provisions of the Federal securities laws applicable to the Trust Company (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)Act. (b) The Trust agrees to provide MFund with copies of any current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”). (c) MFund Citi will provide the following services in relation to the Fund Compliance Program during the term of this AgreementAmendment: (i) make available an individual acceptable to assist the Board to serve as Company in maintaining the TrustFund Compliance Program; (ii) assist the Company’s Chief Compliance Officer and, to (the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer , as needed, in his or her reviewing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the “Chief Compliance Officer, as needed, ” or “CCO”) in his or her preparation, condutcting the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and service providers to the Fund’s Company as provided in Rule 38a-1 (“Service Providers Providers”); (iviii) provide support services to the Chief Compliance Officer, as needed, including support for conducting an annual review of the Fund Compliance Program; (iv) assist the Chief Compliance Officer in the creation of reasonable developing standards for reporting reports to the Board by the Citi and other Service Providers; (viv) support assist the Chief Compliance Officer, as needed, with the development of Officer in developing standards for reports to the Board by the Chief Compliance Officer; (viivi) support assist the Chief Compliance Officer, as needed, Officer in the administration of the Fund Compliance Program, preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; (vii) perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the services set forth in this Agreement) provided to the Company by Citi, taking into account reasonable requests from the CCO to the extent practicable; (viii) provide such copies of any compliance policies and procedures and any amendments thereto relating to Citi, as the Company or the CCO may reasonably request in connection with the Fund Compliance Program; and (ix) provide information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of Citi. (c) The Company will provide or arrange for the Fundprovision of the Chief Compliance Officer. Each of the Company and Aberdeen acknowledges that Citi will not be responsible for providing the Chief Compliance Officer, and that if the Company elects to have Citi provide the Chief Compliance Officer in the future, additional terms and conditions and additional fees will apply. The Company will provide to Citi copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Company as Citi deems necessary or desirable in order to perform its obligations under this Amendment. (d) Notwithstanding any provision of the Agreement, the Sub-administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, it is expressly agreed and acknowledged that Citi cannot ensure that the Company complies with the Applicable Securities Laws.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the creation, implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust Company (the “Board”) to be reasonably designed to prevent the Trust Company from violating the provisions of the Federal securities laws applicable to the Trust Company (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust Company agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 Company other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust Company as provided for in Rule 38a-1 (“Service Providers”). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the TrustCompany’s Chief Compliance Officer andOfficer, to the extent provided in Section 2(a) below; (ii) support through the Chief Compliance Officer Officer, as neededdevelop, in his or her reviewing implement and implementing administer the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support through the Chief Compliance Officer, as needed, in his or her preparation, condutcting prepare and evaluation of evaluate the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Company, as neededincluding support for conducting an annual review of the Fund Compliance Program; (v) through the Chief Compliance Officer and otherwise in support of the Fund Compliance Program, in the creation of reasonable develop standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support through the Chief Compliance Officer, as needed, with the development of develop standards for reports to the Board by the Chief Compliance Officer; and (vii) support through the Chief Compliance Officer, as needed, Officer and otherwise in the administration support of the Fund Compliance Program, prepare or provide documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in . In connection with the Board’s determination regarding services set forth above in clauses (ii), (iii), (v), (vi) and (vii) of this Section 1(c), in the adequacy and effectiveness event that the Board retains a Chief Compliance Officer that is not provided by BISYS, the services in relation to the Chief Compliance Officer shall consist of providing the compliance policies and procedures appropriate level of support to the FundChief Compliance Officer to reasonably enable him or her to fulfill the duties set forth therein.

Compliance Services. (a) The Trust Fund and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the the, implementation and ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust Fund (the “Board”) to be reasonably designed to prevent the Trust Fund from violating the provisions of the Federal securities laws applicable to the Trust Fund (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust Fund agrees to provide MFund with copies of any current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust Fund covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and and, through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust Fund provided for in Rule 38a-1 (“Service Providers”). (c) MFund will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board to serve as the TrustFund’s Chief Compliance Officer and, to the extent provided in Section 2(a) below; (ii) support the Chief Compliance Officer Officer, as needed, in his or her reviewing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support the Chief Compliance Officer, as needed, in his or her preparation, condutcting and evaluation of the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers (iv) support the Chief Compliance Officer, as needed, in the creation of reasonable standards for reporting to the Board by the Service Providers; (vi) support the Chief Compliance Officer, as needed, with the development of standards for reports to the Board by the Chief Compliance Officer; (vii) support the Chief Compliance Officer, as needed, in the administration of the Fund Compliance Program, documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.

Compliance Services. (a) The Trust and MFund, through the designated Chief Compliance Officer described in Section 2 hereof, parties mutually agree to coordinate and cooperate in connection with the implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Trust Company (the “Board”) to be reasonably designed to prevent the Trust Company from violating the provisions of the Federal securities laws applicable to the Trust Company (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Trust Company agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers covered by Rule 38a-1 to furnish furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Trust covered by Rule 38a-1 Company other than MFundBISYS. MFund BISYS shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust Company as provided for in Rule 38a-1 (“Service Providers”). (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the TrustCompany’s Chief Compliance Officer andOfficer, to the extent provided in Section 2(a) below; (ii) support through the Chief Compliance Officer Officer, as needed, in his or her reviewing and implementing administer the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) support through the Chief Compliance Officer, as needed, in his or her preparation, condutcting prepare and evaluation of evaluate the results of annual reviews of the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Company, as neededincluding support for conducting an annual review of the Fund Compliance Program; (v) through the Chief Compliance Officer and otherwise in support of the Fund Compliance Program, in the creation of reasonable develop standards for reporting reports to the Board by the BISYS and other Service Providers; (vi) support through the Chief Compliance Officer, as needed, with the development of develop standards for reports to the Board by the Chief Compliance Officer; and (vii) support through the Chief Compliance Officer, as needed, Officer and otherwise in the administration support of the Fund Compliance Program, prepare or provide documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in . In connection with the Board’s determination regarding services set forth above in clauses (ii), (iii), (v), (vi) and (vii) of this Section 1(c), in the adequacy and effectiveness event that the Board retains a Chief Compliance Officer that is not provided by BISYS, the services in relation to the Chief Compliance Officer shall consist of providing the compliance policies and procedures appropriate level of support to the FundChief Compliance Officer to reasonably enable him or her to fulfill the duties set forth therein.

Compliance Services. (a) The Trust and MFund, through Fund has adopted the designated Chief Compliance Officer described in Section 2 hereof, mutually agree to coordinate and cooperate in connection with the implementation and ongoing maintenance of written compliance policies polices and procedures which, in the aggregate, shall be are deemed by the Board of Trustees Directors of the Trust Fund (the “"Board”") to be reasonably designed to prevent the Trust Fund from violating the provisions of the Federal securities laws applicable to the Trust Fund (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “"Fund Compliance Program”"). (b) The Trust Fund agrees to provide MFund BISYS with copies of any its current compliance policies and procedures and furnish (and use reasonable good faith efforts to cause its investment advisers adviser, principal underwriter, administrator and transfer agent (collectively, "Service Providers") other service providers covered by Rule 38a-1 than BISYS and its affiliates to furnish furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers Service Providers' activities relating to the Trust covered by Rule 38a-1 other than MFund. MFund shall review and evaluate all such existing information and , through the designated Chief Compliance Officer, coordinate the oversight of the compliance programs of the service providers to the Trust provided for in Rule 38a-1 (“Service Providers”)Fund. (c) MFund BISYS will provide the following services in relation to the Fund Compliance Program during the term of this Agreement: (i) make available an individual acceptable to the Board available to serve as the Trust’s Fund's Chief Compliance Officer andto administer the Fund Compliance Program, to the extent provided in Section 2(a) below; (ii) support through the Chief Compliance Officer Officer, as needed, assist in his or her reviewing and implementing maintaining the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments amended from time to time; (iii) support through the Chief Compliance Officer, as needed, in his or her preparation, condutcting prepare and evaluation of evaluate the results of annual reviews of the Fund Compliance Program and the compliance policies and procedures of the Fund and the Fund’s Service Providers Providers; (iv) provide support services to the Chief Compliance OfficerOfficer of the Fund, as neededincluding support for conducting an annual review of the Fund Compliance Program and the compliance policies and procedures of Service Providers; (v) through the Chief Compliance Officer and otherwise in support of the Fund Compliance Program, in the creation of reasonable develop standards for reporting reports to the Board by the Service Providers; (vi) support through the Chief Compliance Officer, as needed, with the development of develop standards for reports to the Board by the Chief Compliance Officer; and (vii) support through the Chief Compliance Officer, as needed, Officer and otherwise in the administration support of the Fund Compliance Program, prepare or provide documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of Service Providers; and (viii) provide such information reasonably requested by the CCO, or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of the Fund.