Common use of Term and Termination; Assignment; Amendment Clause in Contracts

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and the Acquiring Fund’s reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits. (c) This Agreement may not be assigned by either party without the prior written consent of the other. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In the event that any counterparty to this Agreement wishes to include one or more series in addition to those originally set forth in Schedule A, such counterparty shall so notify the other counterparty in writing, and, upon written agreement, such series shall hereunder become an Acquiring Fund or Acquired Fund, as the case may be, and Schedule A shall be amended accordingly. (f) Notwithstanding Section 6(e) of this Agreement, each counterparty to this Agreement agrees that any investment by an Acquiring Fund in a series otherwise subject to Section 6(e) that is within the limit in Section 12(d)(1)(A)(i) of the 1940 Act shall be governed by the terms of this Agreement and such series shall automatically be deemed an Acquired Fund as of the date of the initial investment in such series even if not explicitly named in Schedule A. Any investment in an Acquired Fund that is proposed to be in excess of the limit in Section 12(d)(1)(A)(i) shall be subject to the prior written agreement requirement set forth in Section 6(e) of this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s Funds’ and the Acquiring Fund’s Funds’ reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund Funds made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limitslimits in reliance on the Rule. (c) This Agreement may not be assigned by either party without the prior written consent of the other. (d) This Other than as set forth in Section 5 above, this Agreement may be amended amended, including the addition of Acquiring Funds to Schedule A, only by a in writing that is signed by each affected party, except that, upon written notice by Acquired Funds to Acquiring Funds Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion. (e) In any action involving the event Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that are involved in the matter in controversy and not to any counterparty to this Agreement wishes to include one or more other series in addition to those originally set forth in Schedule A, such counterparty shall so notify of the other counterparty in writing, and, upon written agreement, such series shall hereunder become an Acquiring Fund or Acquired Fund, as the case may be, and Schedule A shall be amended accordinglyFunds. (f) Notwithstanding Section 6(e) of In any action involving the Acquired Funds under this Agreement, each counterparty to this Agreement agrees that any investment by an Acquiring Fund in a series otherwise subject agrees to Section 6(elook solely to the individual Acquired Fund(s) that is within are involved in the limit matter in Section 12(d)(1)(A)(i) controversy and not to any other series of the 1940 Act shall be governed by the terms of this Agreement and such series shall automatically be deemed an Acquired Fund as of the date of the initial investment in such series even if not explicitly named in Schedule A. Any investment in an Acquired Fund that is proposed to be in excess of the limit in Section 12(d)(1)(A)(i) shall be subject to the prior written agreement requirement set forth in Section 6(e) of this AgreementFunds.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of each of the Acquired Fund’s Funds’ and the Acquiring Fund’s Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing by either party upon 60 30 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Fund, unless such purchases render it in compliance with Section 12(d)(1)(A) limitsof the 1940 Act. (c) This Agreement may not be assigned by either party without the prior written consent of the other. (d) This Agreement may be amended only by a writing that is signed by each affected party. Thus, in the event that the Acquiring Trust desires to add an additional series as an “Acquiring Fund” under this Agreement, it shall so notify the Trust in writing, and subject to the Trust’s written acceptance of such addition, the additional series shall be added to Schedule A by written amendment prior to any investment. Similarly, in the event an Acquiring Fund wishes to (i) invest in a series of the Trust that is in existence as of the date of this Agreement but is not listed on Schedule B or (ii) invest in a series of the Trust created after the date of this Agreement, the parties agree that, upon confirmation by the Trust that the series is eligible for investment by Acquiring Funds, such series shall be added to Schedule B by written amendment prior to any investment by the Acquiring Fund. (e) In the event that any counterparty to action under this Agreement wishes involving any Fund, each Fund agrees to include one or more series look solely to the individual Fund that is involved in addition the matter in controversy and not to those originally set forth in Schedule A, such counterparty shall so notify the any other counterparty in writing, and, upon written agreement, such series shall hereunder become an Acquiring Fund or Acquired Fund, as the case may be, and Schedule A shall be amended accordinglyinvestment company. (f) Notwithstanding Section 6(e) The effectiveness of this Agreement, each counterparty Agreement shall be deemed to this Agreement agrees constitute the termination as of the date first written above of any and all prior agreements between Acquiring Funds and Acquired Funds that any relates to the investment by an any Acquiring Fund Funds in any Acquired Funds in reliance on a series otherwise subject participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 6(e) that is within the limit in Section 12(d)(1)(A)(i12(d)(1) of the 1940 Act shall be governed by (the terms of this Agreement and “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such series shall automatically be deemed an Acquired Fund as of the date of the initial investment in such series even if not explicitly named in Schedule A. Any investment in an Acquired Fund that is proposed to be in excess of the limit in Prior Section 12(d)(1)(A)(i) shall be subject to the prior written agreement requirement set forth in Section 6(e) of this Agreement12 Agreements.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of each of the Acquired Fund’s Funds’ and the Acquiring Fund’s Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated terminated, either in its entirety or with respect to one or more specific Acquired Fund(s) or Acquiring Fund(s), in writing by either party upon 60 30 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond in reliance on the Section 12(d)(1)(A) limitsRule. (c) This Agreement may not be assigned by either party without the prior written consent of the other. (d) This Agreement may be amended only by a writing that is signed by each affected party. Thus, in the event that the Acquiring Trust desires to add an additional series as an “Acquiring Fund” under this Agreement, it shall so notify the Trust in writing, and subject to the Trust’s written acceptance of such addition, the additional series shall be added to Schedule A by written amendment prior to any investment. Similarly, in the event an Acquiring Fund wishes to (i) invest in a series of the Trust that is in existence as of the date of this Agreement but is not listed on Schedule B or (ii) invest in a series of the Trust created after the date of this Agreement, the parties agree that, upon confirmation by the Trust that the series is eligible for investment by Acquiring Funds, such series shall be added to Schedule B by written amendment prior to any investment by the Acquiring Fund. (e) In the event that any counterparty to action under this Agreement wishes involving any Fund, each Fund agrees to include one or more series look solely to the individual Fund that is involved in addition the matter in controversy and not to those originally set forth in Schedule A, such counterparty shall so notify the any other counterparty in writing, and, upon written agreement, such series shall hereunder become an Acquiring Fund or Acquired Fund, as the case may be, and Schedule A shall be amended accordinglyinvestment company. (f) Notwithstanding Section 6(e) The effectiveness of this Agreement, each counterparty Agreement shall be deemed to this Agreement agrees constitute the termination as of the date first written above of any and all prior agreements between Acquiring Funds and Acquired Funds that any relates to the investment by an any Acquiring Fund Funds in any Acquired Funds in reliance on a series otherwise subject participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 6(e) that is within the limit in Section 12(d)(1)(A)(i12(d)(1) of the 1940 Act shall be governed by (the terms of this Agreement and “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such series shall automatically be deemed an Acquired Fund as of the date of the initial investment in such series even if not explicitly named in Schedule A. Any investment in an Acquired Fund that is proposed to be in excess of the limit in Prior Section 12(d)(1)(A)(i) shall be subject to the prior written agreement requirement set forth in Section 6(e) of this Agreement12 Agreements.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and the Acquiring Fund’s reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limitslimits in reliance on the Rule. (c) This Agreement may not be assigned by either party without the prior written consent of the other. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In the event that any counterparty to this Agreement wishes to include one or more series in addition to those originally set forth in Schedule A, such counterparty shall so notify the other counterparty in writing, and, upon written agreement, such series shall hereunder become an Acquiring Fund or Acquired Fund, as the case may be, and Schedule A shall be amended accordingly. (f) Notwithstanding Section 6(e) of this Agreement, each counterparty to this Agreement agrees that any investment by an Acquiring Fund in a series otherwise subject to Section 6(e) that is within the limit in Section 12(d)(1)(A)(i) of the 1940 Act shall be governed by the terms of this Agreement and such series shall automatically be deemed an Acquired Fund as of the date of the initial investment in such series even if not explicitly named in Schedule A. Any investment in an Acquired Fund that is proposed to be in excess of the limit in Section 12(d)(1)(A)(i) shall be subject to the prior written agreement requirement set forth in Section 6(e) of this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of each of the Acquired Fund’s Funds’ and the Acquiring Fund’s Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in the Acquired Fund Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing by either party upon 60 30 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Fund, unless such purchases render it in compliance with Section 12(d)(1)(A) limitsof the 1940 Act. (c) This Agreement may not be assigned by either party without the prior written consent of the other. (d) This Agreement may be amended only by a writing that is signed by each affected party. Thus, in the event that the Acquiring Trust desires to add an additional series as an “Acquiring Fund” under this Agreement, it shall so notify the Trust in writing, and subject to the Trust’s written acceptance of such addition, the additional series shall be added to Schedule A by written amendment prior to any investment. Similarly, in the event an Acquiring Fund wishes to (i) invest in a series of the Trust that is in existence as of the date of this Agreement but is not listed on Schedule B or (ii) invest in a series of the Trust created after the date of this Agreement, the parties agree that, upon confirmation by the Trust that the series is eligible for investment by Acquiring Funds, such series shall be added to Schedule B by written amendment prior to any investment by the Acquiring Fund. (e) In the event that any counterparty to action under this Agreement wishes to include one or more series in addition to those originally set forth in Schedule A, such counterparty shall so notify the other counterparty in writing, and, upon written agreement, such series shall hereunder become an Acquiring Fund or Acquired involving any Fund, as each Fund agrees to look solely to the case may be, and Schedule A shall be amended accordingly. (f) Notwithstanding Section 6(e) of this Agreement, each counterparty to this Agreement agrees that any investment by an Acquiring Fund in a series otherwise subject to Section 6(e) that is within the limit in Section 12(d)(1)(A)(i) of the 1940 Act shall be governed by the terms of this Agreement and such series shall automatically be deemed an Acquired Fund as of the date of the initial investment in such series even if not explicitly named in Schedule A. Any investment in an Acquired individual Fund that is proposed involved in the matter in controversy and not to be in excess of the limit in Section 12(d)(1)(A)(i) shall be subject to the prior written agreement requirement set forth in Section 6(e) of this Agreementany other Fund or investment company.