Common use of Termination; Amendment Clause in Contracts

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manual. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualherein. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by DistributorVKFI. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor VKFI may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with DistributorVKFI. e. This Agreement may be amended by Distributor VKFI at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's ’s material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's ’s designated person at the addresses shown herein or in the most recent NASD FINRA Manual. The failure of either party to terminate this Agreement for a particular cause shall not constitute a waiver of the right to terminate this Agreement at a later date for the same or another cause. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's ’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment. f. The termination of this Agreement with respect to a Fund will not cause its termination with respect to any other Fund.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or sent in the most recent NASD Manualaccordance with Section 19. b. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency by the Distributor or the Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor may, provided, however, that Distributor may transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by the Dealer and Distributor upon mutual written agreement, except that this Agreement may be amended at any time by Distributor or Dealer upon written notice to Dealer. Dealer's placing of an order or accepting payment the other party in cases where such amendment is required (i) pursuant to the dictates of any kind relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Dealer or (ii) otherwise by operation of law. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, Distributor may after the effective date and receipt such termination becomes effective, without liability of notice any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of such amendment shall constitute Dealer's acceptance of such amendmentany account with respect to any affected customer; and (iii) refuse to engage in any transactions (except repurchase requests) with respect to any affected customer.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's ’s designated person at the addresses shown herein or in the most recent NASD Manualherein. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by DistributorWFFD. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor WFFD may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with DistributorWFFD. e. This Agreement may be amended by Distributor WFFD at any time by written notice to Dealer. Dealer's ’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, WFFD may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's ’s material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's ’s designated person at the addresses shown herein or in the most recent NASD Manual. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's ’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualherein. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by the Distributor. d. This Either party may, on thirty (30) day's prior written notice to the other party, assign or transfer this Agreement is not assignable or transferable to any successor in interest, its affiliates, subsidiaries, and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereundercompanies under common control. The Distributor may, however, may also transfer any of its duties under this Agreement to any entity that controls or is under common control with the Distributor. e. This Agreement may be amended by the Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualherein. b. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency insolvncy by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by DistributorVKFI. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor VKFI may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with DistributorVKFI. e. This Agreement may be amended by Distributor VKFI at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, VKFI may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer's account.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualherein. b. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by DistributorVKFI. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor VKFI may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with DistributorVKFI. e. This Agreement may be amended by Distributor VKFI at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, VKFI may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer's account.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manual. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to To reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.

Termination; Amendment. a. (a) In addition to the automatic termination of this Agreement specified in Section 1.c. 1(b) of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualherein. b. (b) This Agreement shall terminate immediately upon the appointment of a Trustee trustee for Dealer under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. (c) The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. (d) This Agreement shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. A trade placed by Dealer subsequent to its voluntary termination of No party hereto may assign either this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event any of its "assignment," as defined in rights or obligations hereunder without the Investment Company Act prior written approval of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor mayparty hereto; provided, however, transfer TSCD may, at any of time, assign its duties duties, rights or obligations under this Agreement (i) to any entity that controls person controlling, controlled by, or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.TSCD; or

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty sixty (3060) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manual. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement; provided, however, that Distributor's obligation to pay Rule 12b-1 fees to Dealer shall survive for a period no longer than one year from the date of termination (unless termination is the result of an event described in Section 1.c., in which case Distributor's obligation to pay such Rule 12b-1 fees shall end as of the date of such termination). A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its rights or duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manual. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor.shall d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to deemed received by the other party's designated person at the addresses shown herein or , if sent in the most recent NASD Manualaccordance with Section 23 herein. b. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity an affiliate of Distributor that controls or is under common control with Distributorqualified and able to provide the services contemplated herein. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, Distributor may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer's account.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days days’ prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or sent in the most recent NASD Manualaccordance with Section 19. b. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency by the Distributor or the Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor may, provided, however, that Distributor may transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by the Dealer and Distributor upon mutual written agreement, except that this Agreement may be amended at any time by Distributor or Dealer upon written notice to Dealer. Dealer's placing of an order or accepting payment the other party in cases where such amendment is required (i) pursuant to the dictates of any kind relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Dealer or (ii) otherwise by operation of law. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, Distributor may after the effective date and receipt such termination becomes effective, without liability of notice any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of such amendment shall constitute Dealer's acceptance of such amendmentany account with respect to any affected customer; and (iii) refuse to engage in any transactions (except repurchase requests) with respect to any affected customer.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's ’s designated person at the addresses shown herein or in the most recent NASD Manualherein. b. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by DistributorEVD. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor EVD may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with DistributorEVD. e. This Agreement may be amended by Distributor EVD at any time by written notice to Dealer. Dealer's ’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, EVD may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's ’s material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's ’s designated person at the addresses shown herein or in the most recent NASD Manualherein. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company 1940 Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's ’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manual. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, Reinstatement except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's ’s material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's ’s designated person at the addresses shown herein or in the most recent NASD FINRA Manual. The failure of either party to terminate this Agreement for a particular cause shall not constitute a waiver of the right to terminate this Agreement at a later date for the same or another cause. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder1940 Act. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's ’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment. f. The termination of this Agreement with respect to the Fund will not cause its termination with respect to any other Fund.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualherein. b. This Agreement shall terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by DistributorClaymore. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor Claymore may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with DistributorClaymore. e. This Agreement may be amended by Distributor Claymore at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment. f. Claymore may amend this Agreement unilaterally, at any time and from time to time, to add additional Fund(s) to Schedule A hereof by delivery to Dealer of a new or amended Schedule A containing the names of the additional Fund(s). Each party hereby agrees that any such amendment will not be required to be signed by you but only by Claymore. However, such amendment shall only become effective and part of this Agreement and be deemed binding upon the first sale by Dealer of any shares of such additional Fund.

Termination; Amendment. a. In addition Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction shall immediately cause the automatic termination of this Agreement specified Agreement. ▇▇▇▇▇▇ further agrees to notify the Distributor promptly in Section 1.c. writing of this Agreement, each any such action or event. b. Each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualaccordance with Section 15 of this Agreement. b. c. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. d. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by the Distributor. d. This e. Upon thirty (30) days prior written notice to the other party, either party may assign or transfer this Agreement is not assignable or transferable to any successor in interest, its affiliates, subsidiaries, and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereundercompanies under common control. The Distributor may, however, may also transfer any of its duties under this Agreement to any entity that controls or is under common control with the Distributor. e. f. This Agreement may be amended by the Distributor at any time by written notice to Dealer. Dealer's placing The placement of an order or accepting the acceptance of payment of any kind by the Dealer after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c1.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or sent in the most recent NASD Manualaccordance with Section 19. b. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Distributor. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "“assignment," ” as defined in the Investment Company Act of 19401940 Act, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's ’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, Distributor may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except repurchase requests) with respect to any affected customer; (v) cancel any pending transactions (except repurchase requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

Termination; Amendment. a. In addition to the automatic termination of this Agreement specified in Section 1.c. of this Agreement, each party to this This Agreement may unilaterally cancel its participation in this Agreement be terminated by giving any party upon thirty (30) days prior days’ written notice to the other party. In addition, each party to this Agreement may terminate this Agreement immediately by giving written notice to the other party of that other party's material breach of this Agreement. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualparties. b. This Agreement shall not be assigned by any party without the written consent of the other parties, provided however, that any party may assign this Agreement to an entity which controls, is controlled by, or is under common control with such party by providing notice of such assignment to the other parties. This Agreement will terminate immediately and automatically on the effective date of any termination or suspension of Dealer’s SEC broker-dealer registration, its FINRA membership, or its license to do business in any state or other jurisdiction. This Agreement will also terminate immediately upon the appointment of a Trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. Any payments due Dealer or Recordkeeper shall be subject to forfeiture as a result of such termination or suspension of Dealer’s registration. c. The termination of this Agreement by any of the foregoing means shall will have no effect upon transactions in Shares entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreementtermination. A trade An order placed by Dealer subsequent to its Dealer’s voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, Agreement except in the case of a temporary suspension of Dealer, will only be effective upon if done so by written notification by DistributorDistributor of such acceptance. d. This Agreement is not assignable or transferable and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereunder. The Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Recordkeeper and Dealer agree that Dealer's ’s placing of an order with Distributor or accepting payment of any kind from Distributor after the effective date and receipt of notice of such any amendment shall will constitute Recordkeeper’s and Dealer's ’s acceptance of such amendment.

Termination; Amendment. a. In addition Dealer agrees that: (i) termination or suspension of its registration with the SEC; (ii) termination or suspension of its membership with FINRA; or (iii) termination or suspension of its license to do business by any state or other jurisdiction shall immediately cause the automatic termination of this Agreement specified Agreement. Dealer further agrees to notify the Distributor promptly in Section 1.c. writing of this Agreement, each any such action or event. b. Each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party party, which notice sets forth in reasonable detail the nature of that other party's material breach of this Agreementthe breach. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein or in the most recent NASD Manualaccordance with Section 15 of this Agreement. b. c. This Agreement shall terminate immediately upon the appointment of a Trustee trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. d. The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by the Distributor. d. This e. Upon thirty (30) days prior written notice to the other party, either party may assign or transfer this Agreement is not assignable or transferable to any successor in interest, its affiliates, subsidiaries, and will terminate automatically in the event of its "assignment," as defined in the Investment Company Act of 1940, as amended and the rules, regulations and interpretations thereundercompanies under common control. The Distributor may, however, may also transfer any of its duties under this Agreement to any entity that controls or is under common control with the Distributor. e. f. This Agreement may be amended by the Distributor at any time by written notice to Dealer. Dealer's placing The placement of an order or accepting the acceptance of payment of any kind by the Dealer after the effective date and receipt of notice of such amendment shall constitute Dealer's ’s acceptance of such amendment.