Common use of Assignment; Amendment; Miscellaneous Clause in Contracts

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of this Agreement in contravention of the immediately preceding sentence shall be null and void and of no force or effect. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Appendix A to this Agreement may be amended by the Adviser to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 4. (c) In any proceeding or action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other Acquiring Fund of the Trust. (d) In any proceeding or action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body as necessary or appropriate under applicable laws, rules, or regulations. (f) [Reserved.] (g) This Agreement shall be construed on behalf of an Acquired Fund in accordance with the laws of the State of organization or incorporation of such Acquired Fund. (h) In no event and under no circumstances shall any party to this Agreement be liable to any person, including, without limitation, any other party to this Agreement or any third-party beneficiary, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provisions of this Agreement, even if such party had been advised of the possibility of such loss or damages. (i) The parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, each investment adviser, including any sub-adviser, to any Acquiring Fund and to any Acquired Fund is and shall be an intended third-party beneficiary of this Agreement.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of this Agreement in contravention of the immediately preceding sentence shall be null and void and of no force or effect. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that (a) Appendix A to this Agreement may be amended by the Adviser to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 45, and (b) Appendix A to this Agreement may be amended by the Adviser to add or remove Acquired Funds to or from the Ineligible Funds List by providing notice to the Acquiring Fund in accordance with Section 5 and subject to notice in Section 3(b) as applicable. (c) In any proceeding or action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other Acquiring Fund of the Trust. (d) In any proceeding or action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Funds Fund and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body as necessary or appropriate under if required by applicable laws, rules, or regulationslaw. (f) [ReservedFor any Acquired Fund that is a Massachusetts business trust, a copy of the Declaration of Trust of such Acquired Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund.] (g) This Agreement shall be construed on behalf of an Acquired Fund in accordance with the laws of the State of organization or incorporation of such Acquired Fund. (h) In no event This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and under no circumstances the same instrument. An electronic copy of a signature received in Portable Document Format (PDF) or a copy of a signature received via a fax machine shall any party be deemed to this Agreement be liable to any person, including, without limitation, any other party to this Agreement or any third-party beneficiary, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provisions of this Agreement, even if such party had been advised of the possibility of such loss or damagessame force and effect as an original signature on an original executed document. (i) The parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, each investment adviser, including any sub-adviser, to any Acquiring Fund and to any Acquired Fund is and shall be an intended third-party beneficiary of this Agreement.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned (as that term is defined in the 1▇▇▇ ▇▇▇) by either party without the prior written consent of the other. Any purported assignment of this Agreement in contravention of the immediately preceding sentence shall be null and void and of no force or effect. (b) This Agreement may be amended amended, including the addition of Acquiring Funds and Acquired Funds to Schedule A, only by a writing that is signed by each affected party; provided. Notwithstanding the foregoing, however, that Appendix Schedule A to this Agreement may be amended by the Adviser a party that is a UIT to add series thereof as additional Acquiring Funds from time to time. Such party shall deliver notice of such amendment to the Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 4at least annually. (c) This Agreement shall automatically terminate with respect to a particular Acquiring Fund or Acquired Fund upon the termination of such Acquiring Fund or Acquired Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund or Acquired Fund shall not terminate this Agreement with respect to other Acquiring Funds and Acquired Funds that are parties hereto. (d) In any proceeding or action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy for satisfaction, and not to any other series of the trust or corporation of which any such Acquiring Fund is a series, if applicable, or to the Acquiring Funds’ directors, trustees, officers, employees or shareholders, or any of the Trustthem, or any of their personal assets for such satisfaction. (de) In any proceeding or action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is involved in the matter in controversy for satisfaction, and not to any other series of the trust or corporation of which any such Acquired Fund hereunder. (e) The Acquiring Funds and is a series, if applicable, or to the Acquired Funds may file a copy of this Agreement with the SEC Funds’ directors, trustees, officers, employees or shareholders, or any other regulatory body as necessary or appropriate under applicable laws, rulesof them, or regulationsany of their personal assets for such satisfaction. (f) [Reserved.] (g) This Agreement shall be construed on behalf of an Acquired Fund in accordance with the laws of the State of organization or incorporation of such Acquired Fund. (h) In no event and under no circumstances shall will any party to this Agreement be liable to any person, including, including without limitation, limitation any other party to this Agreement or any third-party beneficiaryAgreement, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provisions of this Agreement, even if such party had been advised of the possibility of such loss losses or damages. (ig) The parties acknowledge Acquiring Funds and agree that, notwithstanding anything to the contrary contained in this Agreement, each investment adviser, including any sub-adviser, to any Acquiring Fund and to any Acquired Fund is and shall be an intended third-party beneficiary Funds may file a copy of this AgreementAgreement with the SEC or any other regulatory body if required by applicable law.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of this Agreement in contravention of the immediately preceding sentence shall be null and void and of no force or effect. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, in the event that a party wishes to include one or more funds in addition to those originally set forth on Appendix A, the relevant party shall so notify the other party in writing, and if the other party agrees in writing, any such fund shall hereunder become an Acquired Fund, and Appendix A to this Agreement may shall be amended by the Adviser to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 4accordingly. (c) In any proceeding or action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other Acquiring Fund of the Trust. (d) In any proceeding or action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Funds Fund and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body as necessary or appropriate under if required by applicable laws, rules, or regulationslaw. (f) [ReservedFor any Acquired Fund that is a Massachusetts business trust, a copy of the Declaration of Trust of such Acquired Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund.] (g) This Agreement shall be construed on behalf of an Acquired Fund in accordance with the laws of the State of organization or incorporation of such Acquired Fund. (h) In no event This Agreement may be executed in two or more counterparts, each of which separately shall be deemed an original, but all of which together constitute a single legal document. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, ..tif, .gif, .jpg or similar attachment to electronic mail or by means of DocuSign® or other electronic signature, shall be treated in all manner and under no circumstances respects as an original executed counterpart. Each DocuSign® or other electronic, faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature and the parties hereby waive any party objection to this Agreement be liable to any person, including, without limitation, any other party to this Agreement or any third-party beneficiary, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provisions of this Agreement, even if such party had been advised of the possibility of such loss or damagescontrary. (i) The parties acknowledge If any provision of this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and agree thatwill not be affected thereby, notwithstanding anything and every remaining provision hereof will remain in full force and effect and will remain enforceable to the contrary contained in fullest extent permitted by applicable law. (j) The execution of this Agreement, each Agreement shall be deemed to constitute the termination as of the date of this Agreement of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment adviser, including any sub-adviser, to by any Acquiring Fund and to in any Acquired Fund is and shall be an in reliance on a participation agreement, exemptive order or other arrangement among the parties intended third-party beneficiary to achieve compliance with Section 12(d)(1) of this Agreementthe 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of this Agreement in contravention of the immediately preceding sentence shall be null and void and of no force or effect. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Appendix A to this Agreement may be amended by the Adviser to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 4. (c) In any proceeding or action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other Acquiring Fund of the Trust. (d) In any proceeding or action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Funds Fund and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body as necessary or appropriate under if required by applicable laws, rules, or regulationslaw. (f) [ReservedEach Acquired Fund is organized as a Maryland corporation and a copy of each Acquired Fund’s Articles of Incorporation, each as may be amended and restated from time to time, is on file with the Maryland Department of Assessments and Taxation, and notice is hereby given that no director, officer, employee, agent, employee or stockholder of the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund.] (g) This Agreement shall be construed on behalf of an Acquired Fund in accordance with the laws of the State of organization or incorporation of such Acquired Fund. (h) In no event This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and under no circumstances all of which together shall constitute one and the same instrument. This Agreement shall become binding when any party to this Agreement be liable to any persontwo or more counterparts thereof, includingindividually or taken together, without limitationbear the signatures of both parties hereto. For purposes hereof, any other party to this Agreement or any third-party beneficiary, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provisions an electronic copy of this Agreement, even if such party had been advised of including the possibility of such loss or damagessignature pages hereto, shall be deemed an original. (i) The parties acknowledge If any provision of this Agreement is determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the remaining provisions hereof will be considered severable and agree thatwill not be affected thereby, notwithstanding anything and every remaining provision hereof will remain in full force and effect and will remain enforceable to the contrary contained in this Agreement, each investment adviser, including any sub-adviser, to any fullest extent permitted by applicable law. (j) No Acquiring Fund and to shall use the name or any tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of an Acquired Fund is or any of its affiliates in its shareholder communications, advertising, sales literature and shall be an intended third-party beneficiary similar communications (other than a prospectus, statement of this Agreementadditional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or its applicable affiliate.