Common use of HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY Clause in Contracts

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws. 16.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Massachusetts, without regard giving effect to its principles the conflict of conflicts laws rules thereof that would require the application of laws. 16.4 the laws of another jurisdiction. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, trust, or entities other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquiring Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents, or employees of the Acquiring Fund Registrant personally, but shall bind only the property of the Acquiring Fund, as provided in the Declaration of Trust of the Acquiring Fund Registrant. The execution and delivery of this Agreement have been authorized by the Touchstone Board on behalf of the Acquiring Fund and signed by authorized officers of the Acquiring Fund Registrant, acting as such. Neither the authorization by the Touchstone Board nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquiring Fund as provided in the Declaration of Trust of the Acquiring Fund Registrant. It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trusteestrustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Registrant personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired FundFund Registrant. The execution and delivery of this Agreement have been authorized by the Fifth Third Board on behalf of the Acquired Fund and signed by authorized officers of the Acquired Fund Registrant, acting as such. Neither the authorization by the Fifth Third Board nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired FundFund Registrant. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Massachusetts, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that 13.5 With respect to the Trust, the name used herein refers respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Massachusetts, which are hereby referred to and are also on file at the principal offices of the Trust. The obligations of the Acquired Fund hereunder shall Trust entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Trust, are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trust personally, but shall bind only the property of trust property, and all persons dealing with the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution Selling Fund and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only must look solely to the trust property belonging to the Selling Fund and the Acquiring Trust property Fund for the enforcement of any claims against the Selling Fund and the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundrespectively.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws. 16.4 Delaware. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, trust, or entitles other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Surviving Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Caltrust Registrant personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired Surviving Fund. The execution and delivery of this Agreement have been authorized by the Trustees of the Caltrust Registrant on behalf of the Surviving Fund and signed by authorized officers of the Caltrust Registrant, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Surviving Fund. 16.6 . It is expressly agreed that the obligations of the parties Reorganizing Fund hereunder shall not be binding upon any of the TrusteesDirectors, shareholders, nominees, officers, agents agents, or employees of the Acquiring Fund SM&R Registrant personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Reorganizing Fund. The execution and delivery of this Agreement have been authorized by the Directors of the SM&R Registrant on behalf of the Reorganizing Fund and signed by authorized officers of the SM&R Registrant, acting as such. Neither the authorization by such Directors nor the execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Reorganizing Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of laws provisions thereof; provided, however, that the due authorization, execution and delivery of this Agreement, in the case of the Selling Fund, shall be governed and construed in accordance with the laws of the State of Delaware Maryland without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that 13.5 With respect to the Trust, the name used herein refers respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Massachusetts, which are hereby referred to and are also on file at the principal offices of the Trust. The obligations of the Acquired Fund hereunder shall Trust entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Trust, are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trust personally, but shall bind only the property of the Acquired Fundtrust property, as provided in the Declaration of Trust of the Acquired Fund. The execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of all persons dealing with the Acquiring Fund personally, but shall bind only must look solely to the Acquiring Trust trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of belonging to the Acquiring Fund shall not be deemed to have been made by for the enforcement of any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of claims against the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of laws provisions thereof; provided, however, that the due authorization, execution and delivery of this Agreement, in the case of each Selling Fund, shall be governed and construed in accordance with the laws of the State of Delaware Maryland, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired each Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the trust property of the Acquired Acquiring Fund, as provided in the Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of each Acquiring Fund and signed by authorized officers of the Trust, acting as such. Such authorization by such Trustees nor such execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the each Acquiring Fund as provided in the Trust Instrument Trust's Declaration of the Acquiring FundTrust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of lawsMassachusetts. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired each Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the trust property of the Acquired Acquiring Fund, as provided in the Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of each Acquiring Fund and signed by authorized officers of the Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the each Acquiring Fund as provided in the Trust Instrument Trust's Declaration of the Acquiring FundTrust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard giving effect to its principles the conflict of conflicts laws rules thereof that would require the application of laws. 16.4 the laws of another jurisdiction. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, trust, or entities other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquiring Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents, or employees of the Acquiring Fund Registrant personally, but shall bind only the property of the Acquiring Fund, as provided in the Declaration of Trust of the Acquiring Fund Registrant. The execution and delivery of this Agreement have been authorized by the Touchstone Board on behalf of the Acquiring Fund and signed by authorized officers of the Acquiring Fund Registrant, acting as such. Neither the authorization by the Touchstone Board nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquiring Fund as provided in the Declaration of Trust of the Acquiring Fund Registrant. It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trusteestrustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Registrant personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired FundFund Registrant. The execution and delivery of this Agreement have been authorized by the Fifth Third Board on behalf of the Acquired Fund and signed by authorized officers of the Acquired Fund Registrant, acting as such. Neither the authorization by the Fifth Third Board nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired FundFund Registrant. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, trust or entities other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Fund Funds hereunder shall not be binding upon any of the Trusteesdirectors/’trustees, shareholders, nominees, officers, agents, agents or employees of the Acquiring Fund or Acquired Fund personally, but shall bind only the property of the Acquired FundFunds, as provided in the Articles of Incorporation of the Acquiring Fund and the Declaration of Trust of the Trust, as applicable. The execution and delivery of this Agreement have been authorized by the directors/trustees of the Acquiring Fund and the Trust, as applicable, on behalf of the Funds and signed by authorized officers of the Acquiring Fund and Acquired Fund, acting as such. The Neither the authorization by such directors/trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund Funds as provided in the Articles of Incorporation of the Acquiring Fund and the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring FundTrust, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundapplicable.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Federated Trust personally, but shall bind only the Federated Trust property of the Acquiring Fund, as provided in the Declaration of Trust of the Federated Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Federated Trust on behalf of the Acquiring Fund and signed by authorized officers of the Federated Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Federated Trust property of the Acquiring Fund as provided in the Federated Trust?s Declaration of Trust. It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Directors, shareholders, nominees, officers, agents, or employees of the EquiTrust Fund personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration Articles of Trust Incorporation of the Acquired EquiTrust Fund. The execution and delivery of this Agreement have been authorized by such officers the Directors of the EquiTrust Fund on behalf of the Acquired Fund and signed by authorized officers of the EquiTrust Fund, acting as such. Neither the authorization by such Directors nor the execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration EquiTrust Fund?s Articles of Trust of the Acquired FundIncorporation. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State [Commonwealth of Delaware Massachusetts], without regard giving effect to its principles of the conflicts of laws provisions of that state; provided, that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder under this Agreement shall be made by any party without the written consent of the other partyparties. Nothing herein in this Agreement expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed 13.5 [With respect to the Trust, the names used in this Agreement refer respectively to the Trust and the Funds and, as the case may be, the Trustees, as trustees but not individually or personally, acting in the case of the Trust under organizational documents that have been filed in Massachusetts and are also on file at the principal office of the Trust. The obligations of the Acquired Fund hereunder shall Trust entered into in the name or on behalf of any of the Trustees, representatives or agents of the Trust are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trust personally, but shall bind only the property of the Acquired applicable Fund, and all persons dealing with the Predecessor Fund or the Successor Fund must look solely to property belonging to the Predecessor Fund or the Successor Fund, as provided in the Declaration case may be, for the enforcement of Trust of any claims against the Acquired Fund. The execution and delivery by such officers of Predecessor Fund or the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Successor Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundrespectively.] [Signature Page Follows]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 Section 13.1. The Article article and paragraph section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 Section 13.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 Section 13.3. This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of lawsMassachusetts. 16.4 Section 13.4. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 Section 13.5. It is expressly agreed that the obligations of the Acquired Fund Funds hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of either Trust II or the Acquired Fund Acquiring Trust, personally, but shall bind only the property of the Acquired such Fund, as provided in the Trust II’s Declaration of Trust and the Acquiring Trust’s Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Acquired Acquiring Trust, on behalf of the Acquiring Fund, and the Trustees of Trust II, on behalf of the Target Fund, and signed by the respective authorized officers of Trust II and the Acquiring Trust acting as such. The Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired a Fund as provided in the Trust II’s Declaration of Trust and the Acquiring Trust’s Declaration of the Acquired FundTrust. 16.6 Section 13.6. It is expressly understood and agreed that no Fund shall have any liability for the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring other Fund, as provided in and the Trust Instrument liabilities of the Acquiring Fund. The execution and delivery by such officers of the Acquiring each Fund shall be several and not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundjoint.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of lawsMassachusetts. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, agents or employees of the Acquired Fund Acquiring Trust personally, but shall bind only the trust property of the Acquired Acquiring Fund, as provided in the Declaration of Trust trust instrument of the Acquired FundAcquiring Trust. Moreover, no series of the Acquiring Trust other than the Acquiring Fund shall be responsible for the obligations of the Acquiring Trust hereunder, and all persons shall look only to the assets of the Acquiring Fund to satisfy the obligations of the Acquiring Fund hereunder. The execution and delivery of this Agreement have been authorized by the Trustees of the Acquiring Trust on behalf of the Acquiring Fund and signed by authorized officers of the Acquiring Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Acquiring Fund as provided in the Declaration of Trust trust instrument of the Acquired FundAcquiring Trust. 16.6 13.6 It is expressly agreed that the obligations of the parties Selling Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund Selling Trust personally, but shall bind only the Acquiring Trust trust property of the Acquiring Selling Fund, as provided in the Trust Instrument trust instrument of the Acquiring FundSelling Trust. Moreover, no series of the Selling Trust other than the Selling Fund shall be responsible for the obligations of the Selling Trust hereunder, and all persons shall look only to the assets of the Selling Fund to satisfy the obligations of the Selling Fund hereunder. The execution and delivery of this Agreement have been authorized by the Trustees of the Selling Trust on behalf of the Selling Fund and signed by authorized officers of the Selling Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust trust property of the Acquiring Selling Fund as provided in the Trust Instrument trust instrument of the Acquiring FundSelling Trust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Pennsylvania, without regard to its principles the conflict of conflicts laws rules of lawsthat or any other jurisdiction. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Federated Trust personally, but shall bind only the Trust property of the Acquired Acquiring Fund, as provided in the Federated Trust's Declaration of Trust Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Acquired FundFederated Trust on behalf of the Acquiring Fund and signed by authorized officers of the Federated Trust, acting as such. The Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument Federated Trust's Declaration of the Acquiring FundTrust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, trust, or entitles other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the TrusteesDirectors, shareholders, nominees, officers, agents, or employees of the Acquired Acquiring Fund Registrant personally, but shall bind only the property of the Acquired Acquiring Fund, as provided in the Declaration Articles of Trust Incorporation of the Acquired FundAcquiring Fund Registrant. The execution and delivery of this Agreement have been authorized by the Directors of the Acquiring Fund Registrant on behalf of the Acquiring Fund and signed by authorized officers of the Acquiring Fund Registrant, acting as such. Neither the authorization by such Directors nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument Articles of Incorporation of the Acquiring FundFund Registrant.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that 13.5 With respect to the Trust, the name used herein refers respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Delaware, which are hereby referred to and are also on file at the principal offices of the Trust. The obligations of the Acquired Fund hereunder shall Trust entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Trust, are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trust personally, but shall bind only the property of trust property, and all persons dealing with the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution Selling Fund and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only must look solely to the trust property belonging to the Selling Fund and the Acquiring Trust property Fund for the enforcement of any claims against the Selling Fund and the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundrespectively.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 Section 13.1. The Article article and paragraph section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 Section 13.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 Section 13.3. This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of lawsMassachusetts. 16.4 Section 13.4. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 It Section 13.5. With respect to each of the Acquiring Fund and the Acquired Fund: All parties hereto are expressly put on notice of the Fund's Declaration of Trust and all amendments thereto, a copy of each of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitations of shareholder and trustee liability contained therein. This Agreement has been executed and delivered by the Trustees or officers of the Fund acting as Trustees or officers and not individually, and it is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund personallyindividually, but shall bind only the fund property of the Acquired Fund, as provided in the Fund's Declaration of Trust Trust, and persons dealing with the Fund must look solely to the assets of the Acquired Fund. The execution and delivery by such officers Fund for the enforcement of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fundclaims. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 14.1 The Article article and paragraph headings contained in this Agreement are for reference purposes only and shall will not affect in any way the meaning or interpretation of this Agreement. 16.2 14.2 This Agreement may be executed in any number of counterparts, each of which shall will be deemed an original. 16.3 14.3 This Agreement shall be governed by and construed in accordance with the laws (without giving effect to the conflicts-of-law principles thereof) of the State Commonwealth of Delaware without regard to its principles of conflicts of lawsPennsylvania. 16.4 14.4 This Agreement shall will bind and inure to the benefit of the parties hereto to the Agreement and their respective successors and assigns, but no assignment or transfer hereof of the Agreement or of any rights or obligations hereunder shall under the Agreement may be made by any either party without the written consent of the other party. Nothing herein expressed or implied in this Agreement is intended or shall may be construed to confer upon or give any person, firm or corporation, other than the parties hereto to the Agreement and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 It 14.5 The Schroder Trust is expressly agreed executing this Agreement solely on behalf of the Selling Fund. References to the "Schroder Trust" shall be construed to refer solely to the Schroder Trust acting on behalf of the Selling Fund, and no liability shall accrue to the Schroder Trust generally or to any other fund in respect of this Agreement or any of the obligations hereunder, and each of the parties will look only to the assets of the Selling Fund for satisfaction of any obligation or liability arising under or in respect of this Agreement. Notice is hereby given that this instrument is executed on behalf of the Trustees of the Schroder Trust as Trustees and not individually, and that the obligations of the Acquired Fund hereunder shall or arising out of this instrument are not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of shareholders individually but are binding only upon the Acquired Fund personally, but shall bind only the assets and property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Selling Fund. 16.6 It 14.6 The Vanguard Trust is expressly agreed executing this Agreement solely on behalf of the Acquiring Fund. References to the "Vanguard Trust" shall be construed to refer solely to the Vanguard Trust acting on behalf of the Acquiring Fund, and no liability shall accrue to the Vanguard Trust generally or to any other fund in respect of this Agreement or any of the obligations hereunder, and each of the parties will look only to the assets of the Acquiring Fund for satisfaction of any obligation or liability arising under or in respect of this Agreement. Notice is hereby given that this instrument is executed on behalf of the Trustees of the Vanguard Trust as Trustees and not individually, and that the obligations of the parties hereunder shall or arising out of this instrument are not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of shareholders individually but are binding only upon the Acquiring Fund personally, but shall bind only the Acquiring Trust assets and property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.* * * * *

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, trust, or entities other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Surviving Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Surviving Fund Registrant personally, but shall bind only the property of the Acquired Surviving Fund, as provided in the Declaration of Trust of the Acquired FundSurviving Fund Registrant. The execution and delivery of this Agreement have been authorized by the Trustees of the Surviving Fund Registrant and signed by authorized officers of the Surviving Fund Registrant, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Surviving Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 Surviving Fund Registrant. It is expressly agreed that the obligations of the parties Reorganizing Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents agents, or employees of the Acquiring Reorganizing Fund Registrant personally, but shall bind only the Acquiring Trust property of the Acquiring Reorganizing Fund, as provided in the Trust Instrument Agreement and Declaration of Trust, as amended, of the Acquiring FundReorganizing Fund Registrant. The execution and delivery of this Agreement have been authorized by the Trustees of the Reorganizing Fund Registrant and signed by authorized officers of the Reorganizing Fund Registrant, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Reorganizing Fund as provided in the Trust Instrument Agreement and Declaration of Trust, as amended, of the Acquiring FundReorganizing Fund Registrant.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of lawsPennsylvania. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Federated Trust personally, but shall bind only the Federated Trust property of the Acquired Acquiring Fund, as provided in the Declaration of Trust of the Acquired FundFederated Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Federated Trust on behalf of the Acquiring Fund and signed by authorized officers of the Federated Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Federated Trust property of the Acquiring Fund as provided in the Trust Instrument Federated Trust's Declaration of the Acquiring FundTrust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article article and paragraph section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Maryland, without regard to its principles of conflicts conflict of laws. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired each Fund hereunder shall not be binding upon any of the Trusteesdirectors, shareholdersstockholders, nominees, officers, agents, or employees of the Acquired Acquiring Fund or a Selling Fund personally, but shall bind only the property of the Acquired respective Fund, as provided in the Declaration Articles of Trust Incorporation of the Acquired respective Fund. All persons shall look only to the assets of the applicable Fund to satisfy the obligations of such Fund hereunder. The execution and delivery of this Agreement have been authorized by the Board of Directors of the Acquiring Fund and the Board of Directors of each Selling Fund and signed by authorized officers of the Acquiring Fund and the Selling Funds, respectively, acting as such. Neither the authorization by such Boards of Directors nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired respective Fund. 16.6 13.6 It is expressly understood and agreed that the obligations use of the parties hereunder a single agreement is for administrative convenience only and shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring constitute a separate agreement between each Selling Fund personally, but shall bind only the Acquiring Trust property of and the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fundif each party had executed a separate document. The execution and delivery by such officers of the Acquiring No Fund shall not be deemed to have been made by any of them individually or to impose any liability on for the obligations of any other Fund, and the liabilities of them personally, but each Fund shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundbe several and not joint.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . A facsimile or electronic (e.g., PDF) signature of an authorized officer of a party hereto on this Agreement and/or any transfer document shall have the same effect as if executed in the original by such officer. This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, trust, or entities other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that . Notwithstanding the foregoing, following the Closing Date, no consent shall be required in respect of (a) the assignment and delegation of this Agreement by the Surviving Fund Adviser or the Reorganizing Fund Adviser to an acquirer of all or substantially all of the assets of such adviser who agrees in writing to be bound by all of the obligations of such adviser hereunder, (b) the Acquired Fund hereunder shall not be binding upon any merger of the TrusteesSurviving Fund Adviser or the Reorganizing Fund Adviser with another person, shareholders, nominees, officers, agents, or employees provided the other person agrees in writing to be bound by all of the Acquired Fund personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of such adviser hereunder, or (c) the parties hereunder shall not assignment and delegation of this Agreement by the Surviving Fund Adviser or Reorganizing Fund Adviser as a result of any sale to another person of securities issued by such adviser, provided the other person agrees in writing to be binding upon any bound by all of the Trusteesobligations of such party hereunder. If any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, shareholders, nominees, officers, agents or employees the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery fullest extent permitted by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundlaw.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or firm, corporation, trust, or other entity other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the Trust property of the Acquired Fund, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of the Acquired Fund and signed by authorized officers of the Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Trust property of the Acquired Fund as provided in the Trust?s Declaration of Trust. It is expressly agreed that the obligations of the Acquiring Fund hereunder shall not be binding upon any of the Directors, shareholders, nominees, officers, agents, or employees of the Acquiring Fund personally, but shall bind only the property of the Acquiring Fund, as provided in the Articles of Incorporation of the Acquiring Fund. The execution and delivery of this Agreement have been authorized by the Directors of the Acquiring Fund and signed by authorized officers of the Acquiring Fund, acting as such. Neither the authorization by such Directors nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument Acquiring Fund?s Articles of the Acquiring FundIncorporation.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Federated Trust personally, but shall bind only the trust property of the Acquiring Fund, as provided in the Declaration of Trust of the Federated Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Federated Trust on behalf of the Acquiring Fund and signed by authorized officers of the Federated Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquiring Fund as provided in the Federated Trust's Declaration of Trust. It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the trust property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of the Acquired Fund and signed by authorized officers of the Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Fund as provided in the Trust's Declaration of Trust of the Acquired FundTrust. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1. The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that 13.5. With respect to the Trust, the name used herein refers respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Delaware, which are hereby referred to and are also on file at the principal offices of the Funds. The obligations of the Acquired Fund hereunder shall Funds entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Funds, are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholdersshareholders or representatives of the Funds personally, nomineesbut bind only the trust property, officers, agents, or employees of and all persons dealing with the Acquired Fund personally, but shall bind only and the Acquiring Fund must look solely to the trust property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution and delivery by such officers of belonging to the Acquired Fund shall not be deemed to have been made by and the Acquiring Fund for the enforcement of any of them individually or to impose any liability on any of them personally, but shall bind only the property of claims against the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of and the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundrespectively.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Massachusetts, without regard giving effect to its principles of the conflicts of laws provisions of that state; provided, that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder under this Agreement shall be made by any party without the written consent of the other partyparties. Nothing herein in this Agreement expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed 13.5 With respect to each Trust, the names used in this Agreement refer respectively to the Trust and the applicable Fund and, as the case may be, the Trustees, as trustees but not individually or personally, acting in the case of the Trust under organizational documents that have been filed in Massachusetts and are also on file at the principal office of the Trust. The obligations of each Trust entered into in the Acquired Fund hereunder shall name or on behalf of any of the Trustees, representatives or agents of the Trust are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trust personally, but shall bind only the property of the Acquired applicable Fund, and all persons dealing with the Predecessor Fund or the Successor Fund must look solely to property belonging to the Predecessor Fund or the Successor Fund, as provided in the Declaration case may be, for the enforcement of Trust of any claims against the Acquired Fund. The execution and delivery by such officers of Predecessor Fund or the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Successor Fund, as provided in the Trust Instrument of the Acquiring Fundrespectively. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.[Signature Page Follows]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 14.1 The Article article and paragraph section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 14.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard to its principles of conflicts conflict of laws. 16.4 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 14.5 It is expressly agreed that the obligations of the Acquired each Fund hereunder shall not be binding upon any of the Trusteestrustees, directors, shareholders, nominees, officers, agents, or employees of the Acquired Fund Acquiring Trust or the Selling Trust personally, but shall bind only the property of the Acquired respective Fund, as provided in the Declaration of Trust trust instrument of the Acquired Acquiring Trust and the Selling Trust Governing Documents. Moreover, no series of the Selling Trust or Acquiring Trust other than the Selling Fund or Acquiring Fund, respectively, shall be responsible for the obligations of the Acquiring Trust or Selling Trust hereunder, and all persons shall look only to the assets of the applicable Fund to satisfy the obligations of such Trust and Fund hereunder. The execution and delivery of this Agreement have been authorized by the Board of Trustees of the Acquiring Trust on behalf of the Acquiring Fund and the Board of Trustees of the Selling Trust on behalf of the Selling Fund and signed by authorized officers of the Acquiring Trust and the Selling Trust, respectively, acting as such. Neither the authorization by such Board of Trustees, as applicable, nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired respective Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws. 16.4 Delaware. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, trust, or entitles other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Surviving Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Caltrust Registrant personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired Surviving Fund. The execution and delivery of this Agreement have been authorized by the Trustees of the Caltrust Registrant on behalf of the Surviving Fund and signed by authorized officers of the Caltrust Registrant, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Surviving Fund. 16.6 . It is expressly agreed that the obligations of the parties Reorganizing Fund hereunder shall not be binding upon any of the TrusteesDirectors, shareholders, nominees, officers, agents agents, or employees of the Acquiring Fund SM&R Registrant personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Reorganizing Fund. The execution and delivery of this Agreement have been authorized by the Directors of the SM&R Registrant on behalf of the Reorganizing Fund and signed by authorized officers of the SM&R Registrant, acting as such. Neither the authorization by such Directors nor the execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Reorganizing Fund.. [Signature Page Follows]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard giving effect to its principles of the conflicts of laws provisions of that state; provided, that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder under this Agreement shall be made by any party without the written consent of the other partyparties. Nothing herein in this Agreement expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed 13.5 With respect to each Trust, the names used in this Agreement refer respectively to the Trust and the applicable Fund and, as the case may be, the Trustees, as trustees but not individually or personally, acting in the case of the Trust under organizational documents that are on file at the principal office of the Trust. The obligations of each Trust entered into in the Acquired Fund hereunder shall name or on behalf of any of the Trustees, representatives or agents of the Trust are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trust personally, but shall bind only the property of the Acquired applicable Fund, and all persons dealing with the Predecessor Fund or the Successor Fund must look solely to property belonging to the Predecessor Fund or the Successor Fund, as provided in the Declaration case may be, for the enforcement of Trust of any claims against the Acquired Fund. The execution and delivery by such officers of Predecessor Fund or the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Successor Fund, as provided in the Trust Instrument of the Acquiring Fundrespectively. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.CHICAGO/#2919601.3

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Massachusetts, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that 13.5 With respect to the Trust, the names used herein refer respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Massachusetts, which are hereby referred to and are also on file at the principal offices of the Trust. The obligations of the Acquired Fund hereunder shall Trust entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Trust, are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trust personally, but shall bind only the property of trust property, and all persons dealing with the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution Selling Fund and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only must look solely to the trust property belonging to the Selling Fund and the Acquiring Trust property Fund for the enforcement of any claims against the Selling Fund and the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundrespectively.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 14.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 14.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of lawsDelaware. 16.4 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 14.5 It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the MTB Trust Trustees, shareholders, nominees, officers, agents, agents or employees of the Acquired Fund MTB Trust personally, but shall bind only the trust property of the Acquired Fund, Acquiring Fund as provided in the Declaration of Trust Instrument of the Acquired FundMTB Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the MTB Trust and signed by authorized officers of the MTB Trust acting as such. Neither the authorization of such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust trust property of the Acquiring Fund as provided in the MTB Trust's Trust Instrument of the Acquiring FundInstrument.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which which, when executed and delivered, shall be deemed to be an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflict of laws; provided, however, that the due authorization, execution and delivery of this Agreement by the Trust shall be governed and construed in accordance with the internal laws of the State of Delaware without regard giving effect to its principles of conflicts conflict of laws. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Fund parties hereunder shall not be binding upon any of the TrusteesBoard members, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the property of the Acquired Fund or the Acquiring Fund, as the case may be, as provided in the Declaration Trust's Charter; a copy of Trust of each such Charter is on file at the Acquired FundTrust's principal office. The execution and delivery of this Agreement by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundcase may be.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.. WDC99 1415036-2.041251.0018 16.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws. 16.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.. WDC99 1415036-2.041251.0018

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Federated Trust personally, but shall bind only the Federated Trust property of the Acquiring Fund, as provided in the Declaration of Trust of the Federated Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Federated Trust on behalf of the Acquiring Fund and signed by authorized officers of the Federated Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Federated Trust property of the Acquiring Fund as provided in the Federated Trust's Declaration of Trust. It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Directors, shareholders, nominees, officers, agents, or employees of the EquiTrust Fund personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration Articles of Trust Incorporation of the Acquired EquiTrust Fund. The execution and delivery of this Agreement have been authorized by such officers the Directors of the EquiTrust Fund on behalf of the Acquired Fund and signed by authorized officers of the EquiTrust Fund, acting as such. Neither the authorization by such Directors nor the execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration EquiTrust Fund's Articles of Trust of the Acquired FundIncorporation. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that 13.5 With respect to the Elite Trust, the name used herein refers respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Massachusetts, which are hereby referred to and are also on file at the principal offices of the Trust. The obligations of the Acquired Fund hereunder shall Trust entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Trust, are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholdersshareholders or representatives of the Trust personally, nomineesbut bind only the trust property, officers, agents, or employees of and all persons dealing with the Acquired Fund personally, but shall bind only must look solely to the trust property of belonging to the Acquired Fund, as provided in Fund for the Declaration enforcement of Trust of any claims against the Acquired Fund. The execution With respect to the Cxxxxx Trust, the name used herein refers respectively to the trust created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Delaware, which are hereby referred to and delivery by such officers are also on file at the principal offices of the Acquired Fund shall not be deemed to have been made Trust. The obligations of the Trust entered into in the name or on behalf thereof by any of them individually the Trustees, representatives or to impose any liability on any agents of them personallythe Trust, are made not individually, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall such capacities, and are not be binding upon any of the Trustees, shareholdersshareholders or representatives of the Trust personally, nomineesbut bind only the trust property, officers, agents or employees of and all persons dealing with the Acquiring Fund personally, but shall bind only must look solely to the Acquiring Trust trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of belonging to the Acquiring Fund shall not be deemed to have been made by for the enforcement of any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of claims against the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein h erein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Fund Funds hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the Trust property of the Acquired FundFunds, as provided in the Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of the Funds and signed by authorized officers of the Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Trust property of the Acquired Fund as provided in the Trust's Declaration of Trust of the Acquired FundTrust. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of laws provisions thereof; provided, however, that the due authorization, execution and delivery of this Agreement, in the case of each Selling Fund, shall be governed and construed in accordance with the laws of the State of Delaware Maryland, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired each Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the trust property of the Acquired Acquiring Fund, as provided in the Agreement and Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of each Acquiring Fund and signed by authorized officers of the Trust, acting as such. Such authorization by such Trustees nor such execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the each Acquiring Fund as provided in the Trust Instrument Trust's Agreement and Declaration of the Acquiring FundTrust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or firm, corporation, trust, or other entity other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Fund Funds hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the Trust property of the Acquired FundFunds, as provided in the Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of the Funds and signed by authorized officers of the Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Trust property of the Acquired Fund Funds as provided in the Trust's Declaration of Trust of the Acquired FundTrust. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of lawsDelaware. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, agents or employees of the Acquired Fund Acquiring Trust personally, but shall bind only the trust property of the Acquired Acquiring Fund, as provided in the Declaration of Trust trust instrument of the Acquired FundAcquiring Trust. Moreover, no series of the Acquiring Trust other than the Acquiring Fund shall be responsible for the obligations of the Acquiring Trust hereunder, and all persons shall look only to the assets of the Acquiring Fund to satisfy the obligations of the Acquiring Fund hereunder. The execution and delivery of this Agreement have been authorized by the Trustees of the Acquiring Trust on behalf of the Acquiring Fund and signed by authorized officers of the Acquiring Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Acquiring Fund as provided in the Declaration of Trust trust instrument of the Acquired FundAcquiring Trust. 16.6 13.6 It is expressly agreed that the obligations of the parties Selling Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund Selling Trust personally, but shall bind only the Acquiring Trust trust property of the Acquiring Selling Fund, as provided in the Trust Instrument trust instrument of the Acquiring FundSelling Trust. Moreover, no series of the Selling Trust other than the Selling Fund shall be responsible for the obligations of the Selling Trust hereunder, and all persons shall look only to the assets of the Selling Fund to satisfy the obligations of the Selling Fund hereunder. The execution and delivery of this Agreement have been authorized by the Trustees of the Selling Trust on behalf of the Selling Fund and signed by authorized officers of the Selling Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust trust property of the Acquiring Selling Fund as provided in the Trust Instrument trust instrument of the Acquiring FundSelling Trust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Massachusetts, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Acquiring Fund and the Transferring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust or the PMP Trust personally, as the case may be, but shall bind only the trust property of the Acquired Acquiring Fund or the Transferring Fund, as the case may be, as provided in the Declaration respective Declarations of Trust of the Acquired FundPMP Trust and the Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and the PMP Trust, on behalf of the Acquiring Fund and Transferring Fund, respectively, and signed by authorized officers of each Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Acquiring Fund and the Transferring Fund as provided in the Declaration Declarations of Trust of the Acquired FundPMP Trust and the Trust, respectively. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard giving effect to its principles of the conflicts of laws provisions of that state; provided, that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder under this Agreement shall be made by any party without the written consent of the other partyparties. Nothing herein in this Agreement expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed 13.5 With respect to each Trust, the names used in this Agreement refer respectively to the Trust and the applicable Fund and, as the case may be, the Trustees, as trustees but not individually or personally, acting in the case of the Trust under organizational documents that are on file at the principal office of the Trust. The obligations of each Trust entered into in the Acquired Fund hereunder shall name or on behalf of any of the Trustees, representatives or agents of the Trust are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trust personally, but shall bind only the property of the Acquired applicable Fund, and all persons dealing with the Predecessor Fund or the Successor Fund must look solely to property belonging to the Predecessor Fund or the Successor Fund, as provided in the Declaration case may be, for the enforcement of Trust of any claims against the Acquired Fund. The execution and delivery by such officers of Predecessor Fund or the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Successor Fund, as provided in the Trust Instrument of the Acquiring Fundrespectively. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.[Signature Page Follows] CHICAGO/#2919598.3

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Pennsylvania, without regard to its principles the conflict of conflicts laws rules of lawsthat or any other jurisdiction. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Federated Trust personally, but shall bind only the Trust property of the Acquired Acquiring Fund, as provided in the Declaration of Trust of the Acquired FundFederated Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Federated Trust on behalf of the Acquiring Fund and signed by authorized officers of the Federated Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument Federated Trust's Declaration of the Acquiring FundTrust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 14.1 The Article article and paragraph section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 14.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard to its principles of conflicts conflict of laws. 16.4 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 14.5 It is expressly agreed that the obligations of the Acquired each Fund hereunder shall not be binding upon any of the Trusteestrustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Acquiring Trust or the Selling Trust personally, but shall bind only the property of the Acquired respective Fund, as provided in the Declaration of Trust trust instrument of the Acquired respective trust. Moreover, no series of the Selling Trust or Acquiring Trust other than the Selling Fund or Acquiring Fund, respectively, shall be responsible for the obligations of the Acquiring Trust or Selling Trust hereunder, and all persons shall look only to the assets of the applicable Fund to satisfy the obligations of such Trust and Fund hereunder. The execution and delivery of this Agreement have been authorized by the Board of Trustees of the Acquiring Trust on behalf of the Acquiring Fund and the Board of Trustees of the Selling Trust on behalf of the Selling Fund and signed by authorized officers of the Acquiring Trust and the Selling Trust, respectively, acting as such. Neither the authorization by such Boards of Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired respective Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles Maryland, except Section 13.5, which shall be governed by the laws of conflicts the State of lawsDelaware. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but assigns no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Selling Fund hereunder shall not be binding upon any of the Trusteestrustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the trust property of the Acquired Selling Fund, as provided in the Declaration of Trust Instrument of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Board of Trustees of the Trust on behalf of the Selling Fund and signed by authorized officers of the Trust, acting as such. Neither the authorization by such trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Selling Fund as provided in the Declaration of Trust's Trust of the Acquired FundInstrument. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Massachusetts, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof; provided, however, that the due authorization, execution and delivery of this Agreement, in the case of each Selling Fund, shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflicts of laws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired each Acquiring Fund and each Selling Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust or Arbor personally, as the case may be, but shall bind only the trust property of the Acquired Acquiring Fund or the Selling Fund, as the case may be, as provided in the Declaration respective Declarations of Trust of Arbor and the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and Arbor, on behalf of each Acquiring Fund and Selling Fund, respectively, and signed by authorized officers of each Trust, acting as such. Such authorization by such Trustees nor such execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired each Acquiring Fund and each Selling Fund as provided in the Declaration Declarations of Trust of Arbor and the Acquired FundTrust, respectively. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Fund Funds hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the Trust property of the Acquired FundFunds, as provided in the Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of the Funds and signed by authorized officers of the Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Trust property of the Acquired Fund Funds as provided in the Trust's Declaration of Trust of the Acquired FundTrust. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Federated Trust personally, but shall bind only the Federated Trust property of the Acquiring Fund, as provided in the Declaration of Trust of the Federated Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Federated Trust on behalf of the Acquiring Fund and signed by authorized officers of the Federated Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Federated Trust property of the Acquiring Fund as provided in the Federated Trust?s Declaration of Trust. It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired EquiTrust Variable Fund personally, but shall bind only the property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired EquiTrust Variable Fund. The execution and delivery of this Agreement have been authorized by such officers the Trustees of the EquiTrust Variable Fund on behalf of the Acquired Fund and signed by authorized officers of the EquiTrust Variable Fund, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the EquiTrust Variable Fund?s Declaration of Trust of the Acquired FundTrust. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 16.5 It is expressly agreed that 13.5 With respect to the Trusts, the names used herein refer respectively to the two trusts created and, as the case may be, the Trustees, as trustees but not individually or personally, acting from time to time under organizational documents filed in Delaware, which are hereby referred to and are also on file at the principal offices of the Trusts. The obligations of the Acquired Fund hereunder shall Trusts entered into in the name or on behalf thereof by any of the Trustees, representatives or agents of the Trusts, are made not be individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, nominees, officers, agents, shareholders or employees representatives of the Acquired Fund Trusts personally, but shall bind only the property of trust property, and all persons dealing with the Acquired Fund, as provided in the Declaration of Trust of the Acquired Fund. The execution Selling Fund and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only must look solely to the trust property belonging to the Selling Fund and the Acquiring Trust property Fund for the enforcement of any claims against the Selling Fund and the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fundrespectively.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article article and paragraph section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Massachusetts, without regard to its principles of conflicts conflict of laws. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement other than the Selling Fund’s Indemnified Parties and their respective successors and assigns pursuant to Sections 1.3 and 5.13 of the Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired each Fund hereunder shall not be binding upon any of the Trusteestrustees, directors, shareholders, nominees, officers, agents, or employees of the Acquired Acquiring Fund or the Selling Fund personally, but shall bind only the property of the Acquired respective Fund, as provided in the Declaration trust instrument or articles of Trust incorporation of the Acquired respective Fund. Moreover, no series of the Acquiring Trust other than the Acquiring Fund shall be responsible for the obligations of the Acquiring Trust hereunder, and all persons shall look only to the assets of the applicable Fund to satisfy the obligations of such Trust and Fund hereunder. The execution and delivery of this Agreement have been authorized by the Board of Trustees of the Acquiring Fund and the Board of Directors of the Selling Fund and signed by authorized officers of the Acquiring Fund and the Selling Fund, respectively, acting as such. Neither the authorization by such Boards of Trustees or Directors nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired respective Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 . This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of laws. 16.4 Pennsylvania. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 . It is expressly agreed that the obligations of the Acquired Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the trust property of the Acquired Fund, as provided in the Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of the Acquired Fund and signed by authorized officers of the Trust, acting as such. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired Fund as provided in the Trust's Declaration of Trust of the Acquired FundTrust. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 14.1 The Article article and paragraph section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 14.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware Delaware, without regard to its principles of conflicts conflict of laws. 16.4 14.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 14.5 It is expressly agreed that the obligations of the Acquired each Fund hereunder shall not be binding upon any of the Trusteestrustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Acquiring Trust or the Selling Trust personally, but shall bind only the property of the Acquired respective Fund, as provided in the Acquiring Trust’s Revised Trust Instrument or the Selling Trust’s Agreement and Declaration of Trust Trust, respectively. Moreover, no series of the Acquired Selling Trust or Acquiring Trust other than the Selling Fund or Acquiring Fund, respectively, shall be responsible for the obligations of the Acquiring Trust or Selling Trust hereunder, and all persons shall look only to the assets of the applicable Fund to satisfy the obligations of such Trust and Fund hereunder. The execution and delivery of this Agreement have been authorized by the Board of Trustees of the Acquiring Trust on behalf of the Acquiring Fund and the Board of Trustees of the Selling Trust on behalf of the Selling Fund and signed by authorized officers of the Acquiring Trust and the Selling Trust, respectively, acting as such. Neither the authorization by such Boards of Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired Fund as provided in the Declaration of Trust of the Acquired respective Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware Massachusetts, without regard giving effect to its principles of the conflicts of lawslaws provisions thereof. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this paragraph, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired each Acquiring Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the trust property of the Acquired Acquiring Fund, as provided in the Agreement and Declaration of Trust of the Acquired FundTrust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust on behalf of each Acquiring Fund and signed by authorized officers of the Trust, acting as such. Such authorization by such Trustees and such execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Acquired each Acquiring Fund as provided in the Trust's Agreement and Declaration of Trust of the Acquired FundTrust. 16.6 13.6 It is expressly agreed that the obligations of the parties each Acquired Fund hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents agents, or employees of the Acquiring Fund Trust personally, but shall bind only the Acquiring Trust trust property of the Acquiring Acquired Fund, as provided in the Agreement and Declaration of Trust Instrument of the Acquiring FundCCMI Trust. The execution and delivery of this Agreement have been authorized by the Trustees of CCMI on behalf of each Acquired Fund and signed by authorized officers of CCMI, acting as such. Such authorization by such Trustees and such execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust trust property of the each Acquiring Fund as provided in the Trust Instrument CCMI's Agreement and Declaration of the Acquiring FundTrust.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY. 16.1 13.1 The Article article and paragraph section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 16.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 16.3 13.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of Delaware without regard to its principles of conflicts of lawsMassachusetts. 16.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but but, except as provided in this section, no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other partyparties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 16.5 13.5 It is expressly agreed that the obligations of the Acquired Fund Funds hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents, or employees of the Acquired Fund Trust personally, but shall bind only the assets and property of the Acquired FundFunds, as provided in the Trust's Declaration of Trust Trust, which is dated August 10, 1990 and a copy of which is on file at the office of the Acquired FundSecretary of the Commonwealth of Massachusetts. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust, on behalf of the Funds, and signed by authorized officers of the Trust acting as such and not individually. Neither the authorization by such Trustees nor the execution and delivery by such officers of the Acquired Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Acquired a Fund as provided in the Trust's Declaration of Trust Trust. All persons dealing with a Fund must look solely to the assets belonging to such Fund for the enforcement of the Acquired any claims against such Fund. 16.6 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Acquiring Fund personally, but shall bind only the Acquiring Trust property of the Acquiring Fund, as provided in the Trust Instrument of the Acquiring Fund. The execution and delivery by such officers of the Acquiring Fund shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Acquiring Trust property of the Acquiring Fund as provided in the Trust Instrument of the Acquiring Fund.