Common use of Provision of Chief Compliance Officer Clause in Contracts

Provision of Chief Compliance Officer. (a) At the election of the Trust, in connection with the compliance services to be rendered by MFund pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(b) below, MFund agrees to make available to the Trust a person on a non-exclusive basis to serve as the Trust’s chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”). MFund’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of MFund (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between MFund and any person made available by MFund to serve as Chief Compliance Officer terminates for any reason, MFund shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, MFund will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with MFund’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, MFund shall pay a level of total compensation to such person taking into consideration MFund’s compensation of employees or independent contractors having similar duties, the amount of work performed, similar seniority, and working at the same or similar geographical location. MFund shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. Notwithstanding the foregoing, MFund shall compensate the Chief Compliance Officer fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-1) to approve the level of compensation of the Chief Compliance Officer. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, all sub-advisers, the custodian and any other Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and MFund in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.

Provision of Chief Compliance Officer. (a) At the election of the Trust, in connection with the compliance services to be rendered by MFund pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(b) below, MFund agrees to make available to the Trust a person on a non-exclusive basis to serve as the Trust’s chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”). MFund’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of MFund (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between MFund and any person made available by MFund to serve as Chief Compliance Officer terminates for any reason, MFund shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, MFund will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with MFund’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, MFund shall pay a level of total compensation to such person taking into consideration MFund’s compensation of employees or independent contractors having similar duties, the performing a similar amount of work performedwork, having similar seniority, and working at the same or similar geographical location. MFund shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. Notwithstanding the foregoing, MFund shall compensate the Chief Compliance Officer fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-1) to approve the level of compensation of the Chief Compliance Officer. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure seek the cooperation of the all investment adviser, all adviser and sub-advisers, the custodian and any other Service Providers to the TrustProviders, as well as Trust counsel, independent Trustee counsel and the Trust’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and MFund in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.

Provision of Chief Compliance Officer. (a) At the election of the Trust, in connection with the compliance services to be rendered by MFund BISYS pursuant to Section 1 above, and subject to the provisions of this Section 2(a3(a) and to Section 2(b3(d) below, MFund BISYS agrees to make available to the Trust a person on a non-exclusive basis to serve as the Trust’s 's chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “"Chief Compliance Officer”"). MFund’s BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of MFund BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between MFund BISYS and any person made available by MFund BISYS to serve as Chief Compliance Officer terminates for any reason, MFund BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, MFund BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with MFund’s BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, MFund BISYS shall pay a level of total compensation to such person taking into consideration MFund’s as is consistent with BISYS' compensation of employees or independent contractors having similar duties, the amount of work performed, similar seniority, and working at the same or similar geographical location. MFund BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. Notwithstanding the foregoing, MFund shall compensate the Chief Compliance Officer fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-1) to approve the level of compensation of the Chief Compliance Officer. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, all sub-advisers, the custodian and any other Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust’s 's independent accountants (collectively, the “"Other Providers”"), and assist the Chief Compliance Officer and MFund BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS. In the event that the employment relationship or independent contractor agency relationship between BISYS and a person made available by BISYS serving as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to make that particular person available, and shall have no responsibility concerning such person's services after the date the Trust is notified of such termination. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer.

Provision of Chief Compliance Officer. (a) At the election of the TrustFund, in connection with the compliance services to be rendered by MFund pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(b) below, MFund agrees to make available to the Trust Fund a person on a non-exclusive basis to serve as the TrustFund’s chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”). MFund’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of MFund (or its affiliates) who, in the exercise of his or her duties to the TrustFund, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the TrustFund. In the event that the employment relationship or independent contractor agency relationship between MFund and any person made available by MFund to serve as Chief Compliance Officer terminates for any reason, MFund shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust Fund or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the TrustFund, MFund will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with MFund’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, MFund shall pay a level of total compensation to such person taking into consideration MFund’s compensation of employees or independent contractors having similar duties, the performing a similar amount of work performedwork, having similar seniority, and working at the same or similar geographical location. MFund shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. Notwithstanding the foregoing, MFund shall compensate the Chief Compliance Officer fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-1) to approve the level of compensation of the Chief Compliance Officer. The Trust Fund will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Fund as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the TrustFund. The Trust Fund shall cooperate with the Chief Compliance Officer and ensure seek the cooperation of the all investment adviser, all adviser and sub-advisers, the custodian and any other Service Providers to the TrustProviders, as well as Trust Fund counsel, independent Trustee counsel and the TrustFund’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and MFund in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust Fund shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees of the TrustFund, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the TrustFund), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.

Provision of Chief Compliance Officer. (a) At the election of the TrustFund, in connection with the compliance services to be rendered by MFund pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(b) below, MFund agrees to make available to the Trust Fund a person on a non-exclusive basis to serve as the TrustFund’s chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”). MFund’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of MFund (or its affiliates) who, in the exercise of his or her duties to the TrustFund, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the TrustFund. In the event that the employment relationship or independent contractor agency relationship between MFund and any person made available by MFund to serve as Chief Compliance Officer terminates for any reason, MFund shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust Fund or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the TrustFund, MFund will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with MFund’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, MFund shall pay a level of total compensation to such person taking into consideration MFund’s compensation of employees or independent contractors having similar duties, the amount of work performed, similar seniority, and working at the same or similar geographical location. MFund shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. Notwithstanding the foregoing, MFund shall compensate the Chief Compliance Officer fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-1) to approve the level of compensation of the Chief Compliance Officer. The Trust Fund will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Fund as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the TrustFund. The Trust Fund shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, all sub-advisers, the custodian and any other Service Providers to the TrustFund, as well as Trust Fund counsel, independent Trustee counsel and the TrustFund’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and MFund in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust Fund shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees of the TrustFund, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the TrustFund), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.

Provision of Chief Compliance Officer. (a) At the election of the Trust, in connection with the compliance services to be rendered by MFund pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(b) below, MFund agrees to make available to the Trust a person on a non-exclusive basis to serve as the Trust’s chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 38a-l (the “Chief Compliance Officer”). MFund’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of MFund (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between MFund and any person made available by MFund to serve as Chief Compliance Officer terminates for any reason, MFund shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, MFund will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with MFund’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, MFund shall pay a level of total compensation to such person taking into consideration MFund’s compensation of employees or independent contractors having similar duties, the amount of work performed, similar seniority, and working at the same or similar geographical location. MFund shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. Notwithstanding the foregoing, MFund shall compensate the Chief Compliance Officer fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-138a-l) to approve the level of compensation of the Chief Compliance Officer. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, all sub-advisers, the custodian and any other Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and MFund in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. 38a-l. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.

Provision of Chief Compliance Officer. (a) At the election of the TrustCompany, in connection with the compliance services to be rendered by MFund CCO3 pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(b) below, MFund CCO3 agrees to make available to the Trust Company a person on a non-exclusive basis to serve as the TrustCompany’s chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”). MFundCCO3’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of MFund CCO3 (or its affiliates) who, in the exercise of his or her duties to the TrustCompany, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the TrustCompany. In the event that the employment relationship or independent contractor agency relationship between MFund CCO3 and any person made available by MFund CCO3 to serve as Chief Compliance Officer terminates for any reason, MFund CCO3 shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust Company or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the TrustCompany, MFund CCO3 will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with MFundCCO3’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, MFund CCO3 shall pay a level of total compensation to such person taking into consideration MFundCCO3’s compensation of employees or independent contractors having similar duties, the amount of work performed, similar seniority, and working at the same or similar geographical location. MFund CCO3 shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. Notwithstanding the foregoing, MFund CCO3 shall compensate the Chief Compliance Officer fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-1) to approve the level of compensation of the Chief Compliance Officer. The Trust Company will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Company as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the TrustCompany. The Trust Company shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, all sub-advisers, the custodian and any other Service Providers to the TrustCompany, as well as Trust Company counsel, independent Trustee counsel and the TrustCompany’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and MFund CCO3 in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust Company shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees of the TrustCompany, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the TrustCompany), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.