Common use of Assignment; Amendment; Miscellaneous Clause in Contracts

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that the 12d1-4 Excluded Funds List, as defined in Appendix A to this Agreement may be amended by the Acquired Funds in their sole discretion . For the avoidance of doubt, it is acknowledged and agreed that no notice is required to update, supplement or otherwise amend the 12d1-4 Excluded Fund List.. (c) In any action involving the Acquiring Fund under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series of the Trust. (d) In any action involving the Acquired Funds under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Fund and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (f) Each of the Trusts is a Massachusetts business trust, a copy of the Declaration of Trust of each such Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Trust or the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund. (g) Each Acquiring Fund is a series of ProShares Trust, which is a Delaware statutory trust, and a copy of its Certificate of Trust is on file with the Office of the Secretary of State of the State of Delaware. Notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Acquiring Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquiring Fund.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that the 12d1-4 Excluded Funds List, as defined in Appendix A to this Agreement may be amended by the Acquired Funds Funds, in their sole discretion discretion. For the avoidance of doubt, it is acknowledged and agreed that no notice is required to update, supplement or otherwise amend the 12d1-4 Excluded Fund List... (c) In any action involving the Acquiring Fund under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series of the Trust. (d) In any action involving the Acquired Funds under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Fund and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (f) Each of the Trusts is a Massachusetts business trust, a copy of the Declaration of Trust of each such Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Trust or the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund. (g) Each . Similarly, for any Acquiring Fund that is a series of ProShares Trust, which is a Delaware statutory Massachusetts business trust, and a copy of its Certificate the Declaration of Trust of such Acquiring Fund is on file with the Office of the Secretary of State The Commonwealth of the State of Delaware. Notice Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Acquiring Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquiring Acquired Fund.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, in the event that a party wishes to include one or more funds in addition to those originally set forth on Appendix A, the 12d1-4 Excluded Funds Listrelevant party shall so notify the other party in writing, as defined and if the other party agrees in writing, any such fund shall hereunder become an Acquired Fund, and Appendix A to this Agreement may shall be amended by the Acquired Funds in their sole discretion . For the avoidance of doubt, it is acknowledged and agreed that no notice is required to update, supplement or otherwise amend the 12d1-4 Excluded Fund List..accordingly. (c) In any action involving the Acquiring Fund Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series Acquiring Fund of the Trust. (d) In any action involving the Acquired Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Fund and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (f) Each of the Trusts For any Acquired Fund that is a Massachusetts business trust, a copy of the Declaration of Trust of each such Trust Acquired Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Trust or the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund. (g) Each Acquiring This Agreement shall be construed on behalf of an Acquired Fund is a series of ProShares Trust, which is a Delaware statutory trust, and a copy of its Certificate of Trust is on file in accordance with the Office of the Secretary of State laws of the State of Delawareorganization of such Acquired Fund. (h) This Agreement may be executed in two or more counterparts, each of which separately shall be deemed an original, but all of which together constitute a single legal document. Notice is Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, ..tif, .gif, .jpg or similar attachment to electronic mail or by means of DocuSign® or other electronic signature, shall be treated in all manner and respects as an original executed counterpart. Each DocuSign® or other electronic, faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature and the parties hereby given that no trustee, officer, employee, agent, employee or shareholder waive any objection to the contrary. (i) If any provision of the respective Acquiring Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the assets remaining provisions hereof will be considered severable and property will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law. (j) The execution of this Agreement shall be deemed to constitute the termination as of the applicable date of this Agreement of any and all prior agreements between an Acquiring FundFund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that the 12d1-4 Excluded Funds List, as defined in Appendix A to this Agreement may be amended by the to add additional Acquired Funds by providing notice to the Acquiring Fund in their sole discretion . For the avoidance of doubt, it is acknowledged and agreed that no notice is required to update, supplement or otherwise amend the 12d1-4 Excluded Fund List..accordance with Section 5. (c) In any action involving the Acquiring Fund Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series Acquiring Fund of the Trust. (d) In any action involving the Acquired Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Fund and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (f) Each of the Trusts For any Acquired Fund that is a Massachusetts business trust, a copy of the Declaration of Trust of each such Trust Acquired Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Trust or the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund. (g) Each Acquiring This Agreement shall be construed on behalf of an Acquired Fund is a series of ProShares Trust, which is a Delaware statutory trust, and a copy of its Certificate of Trust is on file in accordance with the Office of the Secretary of State laws of the State of Delawareorganization of such Acquired Fund. (h) This Agreement may be executed in two or more counterparts, each of which separately shall be deemed an original, but all of which together constitute a single legal document. Notice is Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, ..tif, .gif, .jpg or similar attachment to electronic mail or by means of DocuSign® or other electronic signature, shall be treated in all manner and respects as an original executed counterpart. Each DocuSign® or other electronic, faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature and the parties hereby given that no trustee, officer, employee, agent, employee or shareholder waive any objection to the contrary. (i) If any provision of the respective Acquiring Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon determined to be invalid, illegal, in conflict with any law or otherwise unenforceable, the assets remaining provisions hereof will be considered severable and property will not be affected thereby, and every remaining provision hereof will remain in full force and effect and will remain enforceable to the fullest extent permitted by applicable law. (j) The execution of this Agreement shall be deemed to constitute the termination as of the applicable date of this Agreement of any and all prior agreements between an Acquiring FundFund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(l) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of this Agreement in contravention of the immediately preceding sentence shall be null and void and of no force or effect. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that the 12d1-4 Excluded Funds List, as defined in Appendix A to this Agreement may be amended by the Adviser to add additional Acquired Funds by providing notice to the Acquiring Fund in their sole discretion . For the avoidance of doubt, it is acknowledged and agreed that no notice is required to update, supplement or otherwise amend the 12d1-4 Excluded Fund List..accordance with Section 4. (c) In any proceeding or action involving the Acquiring Fund Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series Acquiring Fund of the Trust. (d) In any proceeding or action involving the Acquired Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Fund Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by as necessary or appropriate under applicable lawlaws, rules, or regulations. (f) Each [Reserved.] (g) This Agreement shall be construed on behalf of an Acquired Fund in accordance with the laws of the Trusts is a Massachusetts business trust, a copy State of the Declaration organization or incorporation of Trust of each such Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Trust or the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund. (gh) Each In no event and under no circumstances shall any party to this Agreement be liable to any person, including, without limitation, any other party to this Agreement or any third-party beneficiary, for any special, indirect or consequential loss or damages resulting from any act or failure to act in accordance with the provisions of this Agreement, even if such party had been advised of the possibility of such loss or damages. (i) The parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, each investment adviser, including any sub-adviser, to any Acquiring Fund and to any Acquired Fund is a series and shall be an intended third-party beneficiary of ProShares Trust, which is a Delaware statutory trust, and a copy of its Certificate of Trust is on file with the Office of the Secretary of State of the State of Delaware. Notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Acquiring Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquiring FundAgreement.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that the 12d1-4 Excluded Funds List, as defined in Appendix A to this Agreement may be amended by the Adviser to add additional Acquired Funds by providing notice to the Acquiring Fund in their sole discretion . For the avoidance of doubt, it is acknowledged and agreed that no notice is required to update, supplement or otherwise amend the 12d1-4 Excluded Fund List..accordance with Section 4. (c) In any action involving the Acquiring Fund Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series Acquiring Fund of the Trust. (d) In any action involving the Acquired Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Fund and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (f) Each of the Trusts Acquired Fund is organized as a Massachusetts business trust, Maryland corporation and a copy of the Declaration each Acquired Fund’s Articles of Trust of Incorporation, each such Trust as may be amended and restated from time to time, is on file with the Secretary Maryland Department of The Commonwealth of MassachusettsAssessments and Taxation, and notice is hereby given that no trusteedirector, officer, employee, agent, employee or shareholder stockholder of the respective Trust or the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund. (g) Each Acquiring This Agreement shall be construed on behalf of an Acquired Fund is a series of ProShares Trust, which is a Delaware statutory trust, and a copy of its Certificate of Trust is on file in accordance with the Office of the Secretary of State laws of the State of Delawareorganization of such Acquired Fund. (h) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Notice This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, an electronic copy of this Agreement, including the signature pages hereto, shall be deemed an original. (i) If any provision of this Agreement is hereby given that no trusteedetermined to be invalid, officerillegal, employeein conflict with any law or otherwise unenforceable, agentthe remaining provisions hereof will be considered severable and will not be affected thereby, employee or shareholder of and every remaining provision hereof will remain in full force and effect and will remain enforceable to the respective fullest extent permitted by applicable law. (j) No Acquiring Fund shall have use the name or any personal liability under this Agreement tradename, trademark, service mark, symbol or any abbreviation, contraction or simulation thereof of an Acquired Fund or any of its affiliates in its shareholder communications, advertising, sales literature and that this Agreement is binding only upon the assets and property similar communications (other than a prospectus, statement of additional information, fact sheet or similar disclosure document, or shareholder report) unless it first receives prior written approval (including approval through written electronic communications) of the Acquired Fund or its applicable Acquiring Fundaffiliate.

Assignment; Amendment; Miscellaneous. (a) This Agreement may not be assigned by either party without the prior written consent of the other. (b) This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that the 12d1-4 Excluded Funds List, as defined in (a) Appendix A to this Agreement may be amended by the Adviser to add additional Acquired Funds by providing notice to the Acquiring Fund in their sole discretion . For accordance with Section 5, and (b) Appendix A to this Agreement may be amended by the avoidance of doubt, it is acknowledged Adviser to add or remove Acquired Funds to or from the Ineligible Funds List by providing notice to the Acquiring Fund in accordance with Section 5 and agreed that no subject to notice is required to update, supplement or otherwise amend the 12d1-4 Excluded Fund List..in Section 3(b) as applicable. (c) In any action involving the Acquiring Fund Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series Acquiring Fund of the Trust. (d) In any action involving the Acquired Funds under this Agreement, the each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder. (e) The Acquiring Fund and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (f) Each of the Trusts For any Acquired Fund that is a Massachusetts business trust, a copy of the Declaration of Trust of each such Trust Acquired Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Trust or the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund. (g) Each Acquiring This Agreement shall be construed on behalf of an Acquired Fund is a series of ProShares Trust, which is a Delaware statutory trust, and a copy of its Certificate of Trust is on file in accordance with the Office of the Secretary of State laws of the State of Delawareorganization of such Acquired Fund. (h) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Notice is hereby given that no trustee, officer, employee, agent, employee An electronic copy of a signature received in Portable Document Format (PDF) or shareholder a copy of a signature received via a fax machine shall be deemed to be of the respective Acquiring Fund shall have any personal liability under this Agreement same force and that this Agreement is binding only upon the assets and property of the applicable Acquiring Fundeffect as an original signature on an original executed document.