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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Other than as provided in Section 7(b), this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-non- breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion, by providing notice to the Acquiring Funds in accordance with Section 4. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual series of the Acquiring Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquiring FundsFund(s). (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual series of the Acquired Fund Funds that is are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff staff from time to time, the Agreement shall continue in effect until terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) 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 Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-non- breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Other than as provided in Section 7(b), this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the Acquiring Fund Fund[s] may not purchase additional shares of the Acquired Fund Fund[s] beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Except as otherwise provided in this Agreement, the Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is is/are involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is is/are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The In the case of any Acquiring Fund and the Acquired Fund may file that is a series of a Massachusetts business trust, a copy of the Declaration of Trust of the applicable trust 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 Acquiring Funds shall have any personal liability under this Agreement, and that this Agreement with is binding only upon the SEC or any other regulatory body if required by assets and property of the applicable lawFund(s).

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated terminated, either in writing: (i) its entirety or with respect to one or more specific Acquired Funds or Acquiring Funds, in writing by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the relevant Acquiring Fund Funds may not purchase additional shares of the relevant Acquired Fund Funds beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Except as otherwise provided in this Agreement, the Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Funds that is involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Funds that is involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Other than as provided in Section 7, this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion, by providing notice to the Acquiring Funds in accordance with Section 4. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual series of the Acquiring Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquiring FundsFund(s). (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual series of the Acquired Fund Funds that is are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the otherother party. Any purported assignment of rights in violation of this Section is void. (d) This Other than as provided in Section 7(b), this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Funds that is involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is is/are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a A copy of the Declaration of Trust of each trust listed on Schedule A is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent or shareholder of the Acquiring Funds shall have any personal liability under this Agreement, and that this Agreement with is binding only upon the SEC or any other regulatory body if required by assets and property of the applicable lawFund(s).

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the each Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the any Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds.. Information Classification: General (g) The Acquiring Fund Funds and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff staff from time to time, the Agreement shall continue in effect until terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) 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 Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement Agreement, unless terminated as provided below, shall be effective for the duration of the Acquired Fund’s and the Acquiring Fund’s 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (ak) This Agreement shall be effective for the duration of the Acquired Fund’s and the Acquiring Fund’s 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 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. (bl) This Agreement shall continue until terminated in writing: , either in its entirety or with respect to one or more specific Acquired Fund(s) or Acquiring Fund(s): (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-non- breaching 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 in reliance on the Rule. (cm) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (dn) This Other than as provided in Section 6(b), this Agreement may be amended only by a writing that is signed by each affected party. (eo) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (fp) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (gq) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated terminated, either in writing: (iits entirety or with respect to one or more specific Acquired Fund(s) or Acquiring Fund(s), in writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and Funds’ and/or 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 this Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the this Agreement shall continue in effect until terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; . This Agreement may be terminated with respect to one or (ii) in more Acquiring Companies, Acquiring Funds, Acquired Companies or Acquired Funds, and remain effective with respect to the event of a material breach of remaining Acquiring Companies, Acquiring Funds, Acquired Companies or Acquired Funds subject to this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this AgreementAgreement with respect to an Acquiring Fund, the Acquiring Fund may not purchase additional shares of the any Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either a party without the prior written consent of the otherother parties. Any purported assignment of rights In the event a party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be deemed to make the representations, warranties and covenants in this Agreement applicable to the assigning party and be bound by the acknowledgements and agreements of this Section is voidAgreement applicable to the assigning party. (d) This Other than as set forth in Section 7 below and with respect to notice information, this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s 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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue remain in effect until terminated in writing: (i) writing by either party upon sixty (60) -days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the an Acquired Fund beyond the Section 12(d)(1)(A) limits Limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is voidother party. (d) This Agreement may be amended only by a writing written instrument that is signed by each affected party. (e) Schedule A to this Agreement may be amended from time to time to add or remove Acquiring Funds and Acquired Funds only by written instrument that is signed by each affected party. (f) In any an action involving the Acquiring Fund under this Agreement, the corresponding 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 or series of the other Acquiring FundsFund. (fg) In any an action involving the any Acquired Fund under this Agreement, the 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 or series of the other Acquired FundsFund. (gh) The Acquiring With respect to each Fund and the Acquired Fund may file that is a Massachusetts business trust or series thereof, as reflected in Schedule A, a copy of its Declaration of Trust 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 such Fund shall have any personal liability under this Agreement, and that this Agreement with is binding only upon the SEC or any other regulatory body if required by applicable lawassets and property of such Fund.

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the Acquiring Fund Fund[s] may not purchase additional shares of the Acquired Fund Fund[s] beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Except as otherwise provided in this Agreement, the Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund that is Fund(s) involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon provided that the breaching party has failed to cure the breach within thirty days of receiving written notice to of the breaching party, which may be given in the sole discretion of breach from the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and Funds’ and/or the Acquiring Fund’s Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff staff from time to time. While the terms of the Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff staff from time to time, the Agreement shall continue in effect until terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Schedule B to this Agreement may be amended by the Acquired Fund to add additional Underlying Trusts permitted to be acquired or Funds not permitted to be acquired by providing notice to the Acquiring Fund in accordance with Section 5. (e) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. (f) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Funds that is are involved in the matter in controversy and not to any other series of the other Acquiring FundsTrust. (fg) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Funds that is are involved in the matter in controversy and not to any other series of the other Acquired FundsTrusts. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and Funds’ and/or 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 this Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the this Agreement shall continue in effect until terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; . This Agreement may be terminated with respect to one or (ii) in more Acquiring Companies, Acquiring Funds, Acquired Companies or Acquired Funds, and remain effective with respect to the event of a material breach of remaining Acquiring Companies, Acquiring Funds, Acquired Companies or Acquired Funds subject to this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this AgreementAgreement with respect to an Acquiring Fund, the Acquiring Fund may not purchase additional shares of the any Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either a party without the prior written consent of the otherother parties. Any purported assignment of rights In the event a party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be deemed to make the representations, warranties and covenants in this Agreement applicable to the assigning party and be bound by the acknowledgements and agreements of this Section is voidAgreement applicable to the assigning party. (d) This Other than as set forth in Section 7 below and with respect to notice information, this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue remain in effect until terminated in writing: (i) writing by either party upon sixty (60) days’ ' notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the an Acquiring Fund may not purchase additional shares of the Acquired Fund Funds beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Except as otherwise provided in this Agreement, the Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.. Information Classification: General

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule.. Information Classification: Limited Access (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Other than as provided in Section 7(b), this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s 's and the Acquiring Fund’s 's 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ ' notice to the other partyparty ; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected partyp▇▇▇▇. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion, by providing notice to the Acquiring Funds in accordance with Section 4. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual series of the Acquiring Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquiring FundsFund(s). (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual series of the Acquired Fund Funds that is are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The In the case of each Acquiring Fund and the Acquired Fund may file Fund, a copy of the Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent or shareholder of an Acquiring Fund shall have any personal liability under this Agreement, and that this Agreement with is binding only upon the SEC or any other regulatory body if required assets and property of the applicable Acquiring Fund. (h) This Agreement will be governed by applicable lawNew York law without regard to choice of law principles.

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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquired Funds. . [FOR Massachusetts business trusts: (g) The Acquiring Fund and In the Acquired Fund may file case of the [applicable Fund(s)], a copy of the Declaration of Trust of [name of applicable trust(s)] 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 Fund[(s)] shall have any personal liability under this Agreement, and that this Agreement with is binding only upon the SEC or any other regulatory body if required by assets and property of the [applicable lawFund(s)].

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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) days’ ' notice to the other party; or (ii) in party provided, however, that the event provisions of a material breach Section 4 shall survive the termination of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the Acquiring Fund Funds may not purchase additional shares of the Acquired Fund Funds beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Except as otherwise provided in this Agreement, the Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is are involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring This Agreement shall automatically terminate with respect to a particular Fund and upon the Acquired termination of such Fund. Such termination of the Agreement on behalf of the respective Fund may file a copy of shall not terminate this Agreement with the SEC or any respect to other regulatory body if required by applicable lawFunds that are parties hereto.

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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated terminated, either in writing: (iits entirety or with respect to one or more specific Acquired Fund(s) or Acquiring Fund(s), in writing by either party upon sixty (60) 60 days’ ' notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. If to the Acquired Fund: ProShares Trust c/o ProShare Advisors LLC Attn: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: ProShare Advisors LLC Attn: General Counsel ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ (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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ ' notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and Funds’ and/or 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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. (f) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquiring FundsTrusts. (fg) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquired FundsTrusts. (gh) The Acquiring Fund parties are hereby put on notice that no director/trustee, officer, employee, agent, employee or shareholder of the Funds shall have any personal liability under this Agreement, and the Acquired Fund may file a copy of that this Agreement with is binding only upon the SEC or any other regulatory body if required by assets and property of the applicable lawFunds.]

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) days’ ' notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the Acquiring Fund may not Fund[s] maynot purchase additional shares of the Acquired Fund Fund[s] beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Except as otherwise provided in this Agreement, the Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquiring Funds. (f) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Fund(s) that is [is/are] involved in the matter in controversy and not to any other series of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and Funds’ and/or 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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the Acquiring Fund Funds may not purchase additional shares of the Acquired Fund Funds beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. (f) In any action involving the Acquiring Fund Funds under this Agreement, the 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 series of the other Acquiring FundsTrust. (fg) In any action involving the Acquired Fund Funds under this Agreement, the 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 series of the other Acquired FundsTrust. (gh) The Acquiring Fund parties are hereby put on notice that no director/trustee, officer, employee, agent, or shareholder of the Funds shall have any personal liability under this Agreement, and the Acquired Fund may file a copy of that this Agreement with is binding only upon the SEC or any other regulatory body if required by assets and property of the applicable lawFunds.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and Funds’ and/or 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 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 terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (cd) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights In the event either party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be bound by the terms and conditions of this Section is voidAgreement applicable to the assigning party. (de) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Schedule B to this Agreement may be amended by the Acquired Fund to add additional Underlying Trusts permitted to be acquired or Funds not permitted to be acquired by providing notice to the Acquiring Fund in accordance with Section 5. (ef) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. (g) In any action involving the Acquiring Fund Funds under this Agreement, the each Acquired Fund agrees to look solely to the individual Acquiring Fund Funds that is are involved in the matter in controversy and not to any other series of the other Acquiring FundsTrusts. (fh) In any action involving the Acquired Fund Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund Funds that is are involved in the matter in controversy and not to any other series of the other Acquired FundsTrusts. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s 's and the Acquiring Fund’s 's 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ ' notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement Agreement, unless terminated as provided below, shall be effective for the duration of the Acquired Fund’s and the Acquiring Fund’s 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Other than as provided in Section 7(b), this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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 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 terminatedterminated pursuant to Section 5(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon termination of this Agreement, the Acquiring Fund Funds may not purchase additional shares of the Acquired Fund Funds beyond the Section 12(d)(1)(A) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any purported assignment of rights in violation contravention of this Section is shall be null and void. (d) This Except as otherwise provided in this Agreement, the Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund Funds under this Agreement, the an Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring FundsFund. (f) In any action involving the an Acquired Fund under this Agreement, the an Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired FundsFund. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Fund’s and Funds' and/or 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 this Agreement shall only be applicable to investments in Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the this Agreement shall continue in effect until terminatedterminated pursuant to Section 6(b). (b) This Agreement shall continue until terminated in writing: (i) writing by either party upon sixty (60) 60 days’ ' notice to the other party; . This Agreement may be terminated with respect to one or (ii) in more Acquiring Companies, Acquiring Funds, Acquired Companies or Acquired Funds, and remain effective with respect to the event of a material breach of remaining Acquiring Companies, Acquiring Funds, Acquired Companies or Acquired Funds subject to this Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching party. Upon notice of termination of this AgreementAgreement with respect to an Acquiring Fund, the Acquiring Fund may not purchase additional shares of the any Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either a party without the prior written consent of the otherother parties. Any purported assignment of rights In the event a party assigns this Agreement to a third party as provided in violation this Section, such permitted third party shall be deemed to make the representations, warranties and covenants in this Agreement applicable to the assigning party and be bound by the acknowledgements and agreements of this Section is voidAgreement applicable to the assigning party. (d) This Other than as set forth in Section 7 below and with respect to notice information, this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this Agreement, upon provided that the breaching party has failed to cure the breach within thirty days of receiving written notice to of the breaching party, which may be given in the sole discretion of breach from the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Other than as provided in Section 7(b), this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

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, 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 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. (b) This Agreement shall continue until terminated in writing: (i) by either party upon sixty (60) days’ notice to the other party; or (ii) in the event of a material breach of this th is Agreement, upon written notice to the breaching party, which may be given in the sole discretion of the non-breaching 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 in reliance on the Rule. (c) This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (d) This Other than as provided in Section 7(b), this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Fund and the Acquired Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.