Common use of Assignment; Subcontracting Clause in Contracts

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “"assign” " and “"transfer” " as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “"transfer” " under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty (30) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM Administrator may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM the Administrator gives the Investment Company Funds thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s Funds’ receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYMthe Administrator; and BNYM the Administrator may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM the Administrator under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM the Administrator of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “"assign” ," "transfer" and “transfer” "delegate" as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Sectionthe Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. Notwithstanding the foregoing, and without the prior written consent of any party: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a Confidential And Proprietary Execution Version member of the NSCC by delegation or subcontracting; BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ ' prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder. BNYM shall be responsible for the actions of the foregoing third parties as if the action were performed by its own personnel. In connection with any such subcontracting or outsourcing BNYM shall provide such information regarding the subcontractor or outsourcer within its possession or which it can reasonably obtain that is not subject to confidentiality or other restrictions as is reasonably requested by the Fund. The Fund shall notify BNYM if it has any concerns regarding BNYM’s use of any such third parties and the Parties shall work in good faith to address such concerns. The Funds acting collectively may terminate this Agreement without payment of any nature within 90 days of receiving notice from BNYM of subcontracting with a non-Affiliated third party if the Funds reasonably determine on the basis of verifiable data and/or documentation provided to BNYM that (i) use of such third party would (A) result in a material degradation of services received by the Funds, (B) violate a law or regulation applicable to the Funds, or (C) result in censure or other similar adverse consequences from a regulatory authority, or (ii) such third party is a competitor to the Fund or its Affiliates.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “"assign” " and “"transfer” " as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations with respect to the property (tangible or intangible) being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations with respect to the property (tangible or intangible) being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “"transfer” " under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty (30) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM, and BNYM resolves to the reasonable satisfaction of the Funds any concerns that the Funds have raised in writing with BNYM regarding the assignment or transfer; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities liabilities, duties or obligations hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company Trust thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyTrust’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “"assign” " and “"transfer” " as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “"transfer” " under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company Fund thirty (30) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s Fund's receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company Client thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyClient’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “"assign” ," "transfer" and “transfer” "delegate" as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Sectionthe Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. Notwithstanding the foregoing, and without the prior written consent of any party: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ ' prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “assign,” “transfer” and “transferdelegate” as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Sectionthe Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. Notwithstanding the foregoing, and without the prior written consent of any party: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a Confidential And Proprietary Execution Version member of the NSCC by delegation or subcontracting; BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder. BNYM shall be responsible for the actions of the foregoing third parties as if the action were performed by its own personnel. In connection with any such subcontracting or outsourcing BNYM shall provide such information regarding the subcontractor or outsourcer within its possession or which it can reasonably obtain that is not subject to confidentiality or other restrictions as is reasonably requested by the Fund. The Fund shall notify BNYM if it has any concerns regarding BNYM’s use of any such third parties and the Parties shall work in good faith to address such concerns. The Funds acting collectively may terminate this Agreement without payment of any nature within 90 days of receiving notice from BNYM of subcontracting with a non-Affiliated third party if the Funds reasonably determine on the basis of verifiable data and/or documentation provided to BNYM that (i) use of such third party would (A) result in a material degradation of services received by the Funds, (B) violate a law or regulation applicable to the Funds, or (C) result in censure or other similar adverse consequences from a regulatory authority, or (ii) such third party is a competitor to the Fund or its Affiliates.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations with respect to the property (tangible or intangible) being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations with respect to the property (tangible or intangible) being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder, and such third party shall agree to be bound by the same obligations and restrictions with respect to the subcontracted service, and be liable to the same extent, as BNYM pursuant to this Agreement.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities or obligations hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate and assign or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontractingsubcontracting provided that such delegation or subcontracting shall not relieve BNYM of any of its liabilities hereunder; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “"assign” ," "transfer" and “transfer” "delegate" as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Sectionthe Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. Notwithstanding the foregoing, and without the prior written consent of any party: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ ' prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.. Confidential And Proprietary

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: The terms “assign” and “transfer” as used in the foregoing sentence are intended to shall mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; (ii) BNYM may assign or transfer this Agreement to an Affiliate Affiliate, but any such assignment or transfer shall not relieve BNYM of any of its obligations or liabilities hereunder; (iii) BNYM may assign or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company Fund thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees in writing to be bound by all terms of this Agreement in place of BNYM; and (iv) BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its obligations or liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17This Agreement shall extend to and shall be binding upon the parties hereto, no party may assign or transfer and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund or assign or transfer any right or obligation hereunder BNY Mellon without the written consent of the other party and any attempt at such assignment or transferother, which consent shall not be unreasonably withheld, provided that notwithstanding the foregoing, BNY Mellon may assign all or any such assignment or transfer, shall be voidportion of this Agreement to any BNY Mellon Affiliate that engages in a business related to the subject matter of this Agreement;. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding notwithstanding the foregoing: To , to the extent appropriate under rules and regulations of the National Securities Clearing Corporation (the "NSCC"), BNYM BNY Mellon may satisfy its obligations with respect to services involving the NSCC through an a BNY Mellon Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM BNY Mellon may assign or transfer this Agreement to an a BNY Mellon Affiliate that engages in a business related to the subject matter of this Agreement, or transfer this Agreement to another party that engages in a business related to the subject matter of this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM BNY Mellon gives the Investment Company thirty Fund ninety (3090) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s Fund's receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYMBNY Mellon; and BNYM BNY Mellon may subcontract with, hire, engage or otherwise outsource to any third party that engages in a business related to the subject matter of this Agreement with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM BNY Mellon under this Agreement Agreement, but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM BNY Mellon of any of its responsibilities and liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “”assign,” ”transfer” and “transfer”delegate” as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Sectionthe Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. Notwithstanding the foregoing, and without the prior written consent of any party: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty Fund sixty (3060) days’ prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “assign,” “transfer” and “transferdelegate” as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Sectionthe Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. Notwithstanding the foregoing, and without the prior written consent of any party: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty Trust sixty (3060) days’ prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment CompanyTrust’s receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder. However, provided, if BNYM assigns, transfers, or delegates this Agreement to a non-Affiliate of BNYM without obtaining the prior written consent of the Trust, the Trust, without payment of a Termination Fee, shall have the option, exercisable for ninety (90) days after receiving written notice of such assignment or transfer, or such longer period as may be mutually agreed by the parties, to terminate this Agreement with respect to the Trust, by giving written notice to BNYM, referencing this Section 17 and designating a termination date not less than ninety (90) days following the date such notice is given to BNYM.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “"assign” ," "transfer" and “transfer” "delegate" as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Sectionthe Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. Notwithstanding the foregoing, and without the prior written consent of any party: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ ' prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment Company’s 's receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder. BNYM shall be responsible for the actions of the foregoing third parties as if the action were performed by its own personnel. In connection with any such subcontracting or outsourcing BNYM shall provide such information regarding the subcontractor or outsourcer within its possession or which it can reasonably obtain that is not subject to confidentiality or other restrictions as is reasonably requested by the Fund. The Fund shall notify BNYM if it has any concerns regarding BNYM’s use of any such third parties and the Parties shall work in good faith to address such concerns. The Funds acting collectively may terminate this Agreement without payment of any nature within 90 days of receiving notice from BNYM of subcontracting with a non-Affiliated third party if the Funds reasonably determine on the basis of verifiable data and/or documentation provided to BNYM that (i) use of such third party would (A) result in a material degradation of services received by the Funds, (B) violate a law or regulation applicable to the Funds, or (C) result in censure or other similar adverse consequences from a regulatory authority, or (ii) such third party is a competitor to the Fund or its Affiliates.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting Confidential And Proprietary Execution Version control, provided that BNYM gives the Investment Company Fund thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company Fund thirty (30) days’ prior written notice of such assignment or Confidential And Proprietary Execution Version transfer and such assignment or transfer does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “"assign” " and “"transfer” " as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “"transfer” " under this SectionSection 17. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty (30) days’ ' prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s 's receipt of services Services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations with respect to the property (tangible or intangible) being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations with respect to the property (tangible or intangible) being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this Section. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate and assign or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty sixty (3060) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment Company’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign assign, transfer or transfer delegate this Agreement Agreement, or assign or transfer any right hereunder or assign, transfer or delegate any obligation hereunder hereunder, without the written consent of the other party and any attempt at such assignment purported assignment, transfer or transfer, or any such assignment or transfer, delegation in violation of this Section 17 by a party shall be voidvoidable at the option of the other party. For clarification: “assign,” “transfer” and “transferdelegate” as used in the foregoing sentence are intended to mean conveyances (conveyances, whether voluntary or involuntary, whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A mergercontract, a sale of a majority or more of the assets, equity interests or voting controlcontrol of a party, or a transfer by merger, consolidation, dissolution, insolvency proceedings, court order, operation of law or pursuant to court order shall be considered a “transfer” otherwise, which fully and irrevocably vest in the assignee, transferee or delegatee, as applicable, some or all rights and/or obligations under this Sectionthe Agreement and fully and irrevocably divest the assignor, transferor or delegator, as applicable, of some or all rights and/or obligations under the Agreement. Notwithstanding the foregoing, and without the prior written consent of any party: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or assign, transfer and delegate this Agreement to an Affiliate or and assign, transfer and delegate this Agreement in connection with a sale or transfer of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company thirty Fund sixty (3060) days’ prior written notice of such assignment assignment, transfer or delegation, such assignment, transfer and such assignment or transfer delegation does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee assignee, transferee or transferee delegatee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.

Assignment; Subcontracting. Except as expressly provided in this Section 17, no party may assign or transfer this Agreement or assign or transfer any right or obligation hereunder without the written consent of the other party and any attempt at such assignment or transfer, or any such assignment or transfer, shall be void. For clarification: “assign” and “transfer” as used in the foregoing sentence are intended to mean conveyances (whether by contract or operation of law) which fully and irrevocably vest in the assignee or transferee exclusively all the rights and obligations being conveyed and fully and irrevocably divest the assignor or transferor of all the rights and obligations being conveyed. A merger, a sale of a majority or more of the assets, equity interests or voting control, or a transfer by operation of law or pursuant to court order shall be considered a “transfer” under this SectionSection 17. Notwithstanding the foregoing: To the extent appropriate under rules and regulations of the NSCC, BNYM may satisfy its obligations with respect to services involving the NSCC through an Affiliate that is a member of the NSCC by delegation or subcontracting; BNYM may assign or transfer this Agreement to an Affiliate or transfer this Agreement in connection with a sale of a majority or more of its assets, equity interests or voting control, provided that BNYM gives the Investment Company Fund thirty (30) days’ prior written notice of such assignment or transfer and such assignment or transfer does not impair the Investment CompanyFund’s receipt of services under this Agreement in any material respect, and the assignee or transferee agrees to be bound by all terms of this Agreement in place of BNYM; and BNYM may subcontract with, hire, engage or otherwise outsource to any third party with respect to the performance of any one or more of the functions, services, duties or obligations of BNYM under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall not relieve BNYM of any of its liabilities hereunder.,