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

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 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. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 It is expressly agreed that the obligations of the Successor Trust and the Current Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Fund or the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Trust and of the Current Trust and this Agreement has been executed by authorized officers of the Successor Trust and the Current Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Fund and the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 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. 14.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 13.3 This Agreement shall be governed by and construed in accordance with the internal laws of the The Commonwealth of Massachusetts, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 13.4 This Agreement shall bind be binding upon 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 either any party without the prior written consent of the other party heretoparty. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, or other entity, corporation other than the parties hereto and their respective successors and assigns, assigns any rights or remedies under or by reason of this Agreement. 14.5 It is expressly agreed that the obligations of 13.5 All persons dealing with the Successor Trust and the Current Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only must look solely to the property of the Successor Fund or Trust for the Current Fundenforcement of any claims against the Successor Trust as neither the Trustees, as officers, agents nor shareholders of the case may be, as provided in Successor Trust assume any personal liability for obligations entered into on behalf of the Successor Trust’s Declaration . No other series of the of the Successor Trust hereafter established shall be responsible for any obligations assumed by the Successor Trust on behalf of the Successor Fund under this Agreement. 13.6 A copy of the Agreement and the Declaration of Trust of the Current TrustFund is on file with the Secretary of State of The Commonwealth of Massachusetts, respectively. The execution and delivery of notice is hereby given that this Agreement have been authorized by the trustees instrument is executed on behalf of the Successor Trust and Trustees of the Current Trust Fund as trustees and not individually and that the obligations of this Agreement has been executed by authorized officers instrument are not binding upon any of the Successor Trust and trustees, officers, or shareholders of the Current Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personallyFund individually, but shall bind are binding only upon the assets and property of the Successor Fund and the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 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. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 ss. 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 It is expressly agreed that the obligations of the Successor Acquiring Trust and the Current AmSouth Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Fund Acquiring Portfolio or the Current FundAcquired Portfolio, as the case may be, as provided in the Successor Trust’s Declaration trust instruments of the Acquiring Trust and the Declaration Instrument of Trust of the Current AmSouth Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Acquiring Trust and of the Current AmSouth Trust and this Agreement has been executed by authorized officers of the Successor Acquiring Trust and the Current AmSouth Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Fund Acquiring Portfolio and the Current FundAcquired Portfolio, as the case may be, as provided in the Successor Trust’s Declaration trust instruments of the Acquiring Trust and the Declaration Instrument of Trust of the Current AmSouth Trust, respectively. [Signature page follows.]* * * * *

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 15.1 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. 14.2 15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 15.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 ss. 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 15.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 15.5 It is expressly agreed that the obligations of the Successor Acquiring Trust and the Current Acquired Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration trust instruments of the Acquiring Trust and the Declaration of Trust of the Current Acquired Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Acquiring Trust and of the Current Acquired Trust and this Agreement has been executed by authorized officers of the Successor Acquiring Trust and the Current Acquired Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration trust instruments of the Acquiring Trust and the Declaration of Trust of the Current Acquired Trust, respectively. [Signature page follows.]The debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to any particular series of either the Acquired Trust or the Acquiring Trust, including without limitation the Acquired Fund and the Acquiring Fund, shall be enforceable against the assets of such series only, and not against the assets of any other series of the Acquired Trust or the Acquiring Trust, as applicable, or the Acquired Trust or the Acquiring Trust, as applicable, generally. * * * * *

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 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. 14.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 13.3 This Agreement shall be governed by and construed in accordance with the internal laws of the The Commonwealth of Massachusetts, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 13.4 This Agreement shall bind be binding upon 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 either any party without the prior written consent of the other party heretoparty. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, or other entity, corporation other than the parties hereto and their respective successors and assigns, assigns any rights or remedies under or by reason of this Agreement. 14.5 It is expressly agreed that 13.5 All persons dealing with the obligations of the Successor Current Trust and the Current Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only Successor Trusts must look solely to the property of the Successor Fund or the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Successor Trust for the enforcement of any claims against such Trust as neither the Trustees, officers, agents nor shareholders of either Trust assume any personal liability for obligations entered into on behalf of the Current Trust and the Successor Trusts. 13.6 A copy of the Agreement and Declaration of Trust of the Current TrustTrust is on file with the Secretary of State of The Commonwealth of Massachusetts, respectively. The execution and delivery of notice is hereby given that this Agreement have been authorized by the trustees instrument is executed on behalf of the Successor Trust and Trustees of the Current Trust as trustees and not individually and that the obligations of this Agreement has been executed by authorized officers instrument are not binding upon any of the Successor trustees, officers, or shareholders of the current Trust and the Current Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personallyindividually, but shall bind are binding only upon the assets and property of the Successor Fund and the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 14.1. The article section 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. 14.2 14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 14.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 § 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 14.4. 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 14.5. It is expressly agreed that the obligations of each of the Successor Trust Acquiring Fund and the Current Trust Target Fund shall not be binding upon any of their respective trusteeseither Fund’s Trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Target Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees Board of Trustees of each of the Successor Trust Acquiring Fund and of the Current Trust Target Fund and this Agreement has been executed by authorized officers of each of the Successor Trust Acquiring Fund and the Current TrustTarget Fund, acting as such, and neither such authorization by such trustees Trustees nor such execution execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Target Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust Trust. 14.6. Any and all obligations or liabilities arising under or in respect of this Agreement with respect to the Declaration of Trust Acquiring Fund shall be those of the Current Trust, respectively. [Signature page followsAcquiring Fund only and shall not otherwise be obligations or liabilities of the Trust generally or any other series thereof.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 14.1. The article section 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. 14.2 14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 14.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 § 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 14.4. 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 14.5. It is expressly agreed that the obligations of the Successor Trust and the Current Trust Acquiring Fund shall not be binding upon any of their respective trusteesthe Trust’s Trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Fund or the Current Acquiring Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees Board of Trustees of the Successor Trust and of the Current Trust and this Agreement has been executed by authorized officers of the Successor Trust and the Current Trust, acting as suchon behalf of the Acquiring Fund, and neither such authorization by such trustees Trustees nor such execution execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and as provided in the Current Trust’s Declaration of Trust. 14.6. It is expressly agreed that the obligations of the Target Fund shall not be binding upon the Company’s Directors, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Target Fund, as the case may be, as provided in the Successor TrustCompany’s Declaration Articles of Trust Incorporation. The execution and delivery of this Agreement have been authorized by the Declaration Board of Trust Directors of the Current TrustCompany and this Agreement has been executed by authorized officers of the Company, respectivelyacting on behalf of the Target Fund, and neither such authorization by such Directors nor such execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Target Fund as provided in the Company’s Articles of Incorporation. 14.7. [Signature page followsAny and all obligations or liabilities arising under or in respect of this Agreement with respect to the Acquiring Fund shall be those of the Acquiring Fund only and shall not otherwise be obligations or liabilities of the Trust generally or any other series thereof.] 14.8. Any and all obligations or liabilities arising under or in respect of this Agreement with respect to the Target Fund shall be those of the Target Fund only and shall not otherwise be obligations or liabilities of the Company generally or any other series thereof.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 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. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of Massachusetts, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall governDelaware. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 It is expressly agreed that the obligations of the Successor Trust Acquiring Fund and the Current Acquired Trust shall not be binding upon any of their respective trusteesDirectors, shareholdersTrustees, stockholders, nominees, officers, agents or employees personally, but bind only to the trust property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust trust instruments of the Current TrustAcquiring Fund and Articles of Organization of the Acquired Fund, respectively. The execution and delivery of this Agreement have been authorized by the trustees Trustees of the Successor Acquiring Trust and the Board of Directors of the Current Trust Acquired Fund and this Agreement has been executed by authorized officers of the Successor Acquiring Trust and the Current TrustAcquired Fund, acting as such, and neither such authorization by such trustees Trustees or Directors nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the trust property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust trust instruments of the Current TrustAcquiring Trust or the Charter of the Acquired Fund, respectively. 14.6 The Acquired Fund shall indemnify and hold harmless the Acquiring Fund and all its respective affiliates, directors, trustees, officers, employees and agents (collectively, the "Acquiring Group") from and against any and all claims, losses, judgments, liabilities, settlements, fines, penalties, interest costs and expenses (including all reasonable attorneys' fees and disbursements whether incurred in resolving indemnification issues between or among parties to this Agreement or in defending third-party claims, and collectively with such claims, etc., "Losses") that result from, arise out of or are connected with any breach or alleged breach of any representation, warranty or covenant of the Acquired Fund contained in this Agreement. [Signature page followsAny member of the Acquiring Group with an indemnification claim for Losses hereunder shall notify the Acquired Fund in writing of those Losses, together with a reasonably detailed description, within 30 calendar days after having formed a reasonable basis for those Losses, provided that the failure to so notify shall not affect the right to indemnification hereunder except to the extent such failure resulted in a greater Loss.] 14.7 The Acquiring Fund shall indemnify and hold harmless the Acquired Fund and all of the Acquired Fund's respective affiliates, directors, trustees, officers, employees and agents (collectively, the "Acquired Group") from and against any and all Losses that result from, arise out of or are connected with any breach or alleged breach of any representation, warranty or covenant of the Acquiring Fund contained in this Agreement. Any member of the Acquired Group with an indemnification claim for Losses hereunder shall notify the Acquiring Fund in writing of those Losses, together with a reasonably detailed description, within 30 calendar days after having formed a reasonable basis for those Losses, provided that the failure to so notify shall not affect the right to indemnification hereunder except to the extent such failure resulted in a greater Loss.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 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. 14.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 13.3 This Agreement shall be governed by and construed in accordance with the internal laws of the The Commonwealth of Massachusetts, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 13.4 This Agreement shall bind be binding upon 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 either any party without the prior written consent of the other party heretoparty. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, or other entity, corporation other than the parties hereto and their respective successors and assigns, assigns any rights or remedies under or by reason of this Agreement. 14.5 It is expressly agreed that 13.5 All persons dealing with the obligations of Current Trust and the Successor Trust and must look solely to the property of the Current Trust shall not be binding upon and the Successor Trust for the enforcement of any of their respective trustees, shareholders, nomineesclaims against such Trust as neither the Trustees, officers, agents or employees personally, but bind only to the property shareholders of either Trust assume any personal liability for obligations entered into on behalf of the Successor Fund or the Current Fund, as the case may be, as provided in Trust and the Successor Trust’s Declaration . 13.6 A copy of Trust the Agreement and the Declaration of Trust of the Current TrustTrust is on file with the Secretary of State of The Commonwealth of Massachusetts, respectively. The execution and delivery of notice is hereby given that this Agreement have been authorized by the trustees instrument is executed on behalf of the Successor Trust and Trustees of the Current Trust as trustees and not individually and that the obligations of this Agreement has been executed by authorized officers instrument are not binding upon any of the Successor trustees, officers, or shareholders of the current Trust and the Current Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personallyindividually, but shall bind are binding only upon the assets and property of the Successor Fund and the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 13.1. The article section 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. 14.2 13.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 13.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 § 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 13.5. It is expressly agreed that the obligations of the Successor Trust Company and the Current Trust shall not be binding upon any of their respective trusteesDirectors/Trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Company’s Articles or the Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. The execution execution, and delivery of this Agreement have been authorized by the trustees Directors/Trustees of the Successor Trust Company and of the Current Trust and this Agreement has been executed by authorized officers of the Successor Trust Company and the Current Trust, acting as such, and neither such authorization by such trustees Directors/Trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Company’s Articles and the Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 14.1. The article section 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. 14.2 14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 14.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of Massachusetts, without giving effect to conflict of laws principlesMaryland; provided that, in the case of any conflict between those the State of Maryland laws and the federal securities laws, the latter shall govern. 14.4 14.4. 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 14.5. It is expressly agreed that the obligations of the Successor Trust and the Current Trust Acquiring Fund shall not be binding upon any of their respective trusteesthe Company’s Directors, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Fund or the Current Acquiring Fund, as the case may be, as provided in the Successor TrustCompany’s Declaration Articles of Trust and the Declaration of Trust of the Current Trust, respectivelyIncorporation. The execution and delivery of this Agreement have been authorized by the trustees Board of Directors of the Successor Trust and of the Current Trust Company and this Agreement has been executed by authorized officers of the Successor Trust and the Current TrustCompany, acting as suchon behalf of the Acquiring Fund, and neither such authorization by such trustees Directors nor such execution execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and as provided in the Current Company’s Articles of Incorporation. 14.6. It is expressly agreed that the obligations of the Target Fund shall not be binding upon the Company’s Directors, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Target Fund, as the case may be, as provided in the Successor TrustCompany’s Declaration Articles of Trust Incorporation. The execution and delivery of this Agreement have been authorized by the Declaration Board of Trust Directors of the Current TrustCompany and this Agreement has been executed by authorized officers of the Company, respectivelyacting on behalf of the Target Fund, and neither such authorization by such Directors nor such execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Target Fund as provided in the Company’s Articles of Incorporation. 14.7. [Signature page followsAny and all obligations or liabilities arising under or in respect of this Agreement with respect to the Acquiring Fund shall relate to the assets of the Acquiring Fund only and shall not otherwise be obligations or liabilities of the Company generally or any other series thereof. Any reference herein to the Acquiring Fund taking any action shall include the Company taking such action on behalf of the Acquiring Fund, as the context requires.] 14.8. Any and all obligations or liabilities arising under or in respect of this Agreement with respect to the Target Fund shall relate to the assets of the Target Fund only and shall not otherwise be obligations or liabilities of the Company generally or any other series thereof. Any reference herein to the Target Fund taking any action shall include the Company taking such action on behalf of the Target Fund, as the context requires.

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 14.1. The article section 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. 14.2 14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 14.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 § 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 14.4. 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 14.5. It is expressly agreed that the obligations of each of the Successor Trust and the Current Trust Acquired Fund shall not be binding upon any of their respective trusteesits Trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Acquired Fund’s Declaration of Trust of the Current Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees Board of Trustees of each of the Successor Trust and of the Current Trust Acquired Fund and this Agreement has been executed by authorized officers of each of the Successor Trust and the Current TrustAcquired Fund, acting as such, and neither such authorization by such trustees Trustees nor such execution execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Acquired Fund’s Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 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. 14.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall will be deemed an original. 14.3 13.3 This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, except for paragraph 13.6 which shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 13.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but and no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either party without the prior written consent of the other party heretoparty. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, or other entity, corporation other than the parties hereto and their respective successors and assigns, assigns any rights or remedies under or by reason of this Agreement. 14.5 It is expressly agreed that 13.5 All persons dealing with the obligations Acquiring Fund must look solely to the property of the Successor Trust and Acquiring Fund for the Current Trust shall not be binding upon enforcement of any of their respective trustees, shareholders, nomineesclaims against the Acquiring Fund as neither the Directors, officers, agents or employees personallyshareholders of the Acquiring Fund assume any personal liability for obligations entered into on behalf of the Acquiring Fund. 13.6 Consistent with the Acquired Fund’s Declaration of Trust, notice is hereby given and the parties hereto acknowledge and agree that this instrument is executed on behalf of the Trustees of the Acquired Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders of the Acquired Fund individually but bind binding only to upon the assets and property of the Successor Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Trust and of the Current Trust and this Agreement has been executed by authorized officers of the Successor Trust and the Current Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Fund and the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 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. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 It is expressly agreed that the obligations of the Successor Acquiring Trust and the Current Trust or Light Inc. shall not be binding upon any of their respective trustees, directors, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration of instruments governing the Acquiring Trust and the Declaration of Trust of the Current TrustAcquired Fund, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Acquiring Trust and the directors of the Current Trust Light Inc., and this Agreement has been executed by the authorized officers of the Successor Acquiring Trust and the Current Trust, acting as suchLight Inc, and neither such authorization by such trustees and directors nor such the execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed shall impose any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration of instruments governing the Acquiring Trust and the Declaration of Trust of the Current TrustLight Inc., respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 14.1. The article section 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. 14.2 14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 14.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of Massachusetts, without giving effect to conflict of laws principlesMaryland; provided that, in the case of any conflict between those the State of Maryland laws and the federal securities laws, the latter shall govern. 14.4 14.4. 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 14.5. It is expressly agreed that the obligations of the Successor Trust and the Current Trust Acquiring Fund shall not be binding upon any of their respective trusteesthe Company’s Directors, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Fund or the Current Acquiring Fund, as the case may be, as provided in the Successor TrustCompany’s Declaration Articles of Trust and the Declaration of Trust of the Current Trust, respectivelyIncorporation. The execution and delivery of this Agreement have been authorized by the trustees Board of Directors of the Successor Trust and of the Current Trust Company and this Agreement has been executed by authorized officers of the Successor Trust and the Current TrustCompany, acting as suchon behalf of the Acquiring Fund, and neither such authorization by such trustees Directors nor such execution execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and as provided in the Current Company’s Articles of Incorporation. 14.6. It is expressly agreed that the obligations of the Target Fund shall not be binding upon the Trust’s Trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Target Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Board of Trustees of the Trust and this Agreement has been executed by authorized officers of the Trust, acting on behalf of the Target Fund, and neither such authorization by such Trustees nor such execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Target Fund as provided in the Trust’s Declaration of Trust Trust. 14.7. Any and all obligations or liabilities arising under or in respect of this Agreement with respect to the Acquiring Fund shall relate to the assets of the Current TrustAcquiring Fund only and shall not otherwise be obligations or liabilities of the Company generally or any other series thereof. Any reference herein to the Acquiring Fund taking any action shall include the Company taking such action on behalf of the Acquiring Fund, respectivelyas the context requires. 14.8. [Signature page followsAny and all obligations or liabilities arising under or in respect of this Agreement with respect to the Target Fund shall relate to the assets of the Target Fund only and shall not otherwise be obligations or liabilities of the Trust generally or any other series thereof. Any reference herein to the Target Fund taking any action shall include the Trust taking such action on behalf of the Target Fund, as the context requires.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 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. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 ss. 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 It is expressly agreed that the obligations of the Successor Acquiring Trust and the Current AmSouth Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration trust instruments of the Acquiring Trust and the Declaration of Trust of the Current AmSouth Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Acquiring Trust and of the Current AmSouth Trust and this Agreement has been executed by authorized officers of the Successor Acquiring Trust and the Current AmSouth Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Declaration trust instruments of the Acquiring Trust and the Declaration of Trust of the Current AmSouth Trust, respectively. [Signature page follows.]* * * * *

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 14.1. The article section 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. 14.2 14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 14.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 § 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 14.4. 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 14.5. It is expressly agreed that the obligations of each of the Successor Securities Trust and the Current Equity Trust shall not be binding upon any of their respective trusteesits Trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Target Fund, as the case may be, as provided in the Successor Securities Trust’s Declaration of Trust and the Equity Trust’s Declaration of Trust of the Current Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees Board of Trustees of each of the Successor Securities Trust and of the Current Equity Trust and this Agreement has been executed by authorized officers of each of the Successor Securities Trust and the Current Equity Trust, acting as such, and neither such authorization by such trustees Trustees nor such execution execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Target Fund, as the case may be, as provided in the Successor Securities Trust’s Declaration of Trust and the Equity Trust’s Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 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. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than 6 Delaware Code 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 It is expressly agreed that the obligations of the Successor Acquiring Trust and the Current Acquired Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Acquiring Trusts Declaration of Trust and the Declaration of Trust Instrument of the Current Acquired Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Acquiring Trust and of the Current Acquired Trust and this Agreement has been executed by authorized officers of the Successor Acquiring Trust and the Current Acquired Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Trust’s Acquiring Trusts Declaration of Trust and the Declaration of Trust Instrument of the Current Acquired Trust, respectively. [{Signature page follows.]}

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 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. 14.2 13.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 13.3 This Agreement shall be governed by and construed in accordance with the internal laws of the The Commonwealth of Massachusetts, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 13.4 This Agreement shall bind be binding upon 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 either any party without the prior written consent of the other party heretoparty. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, or other entity, corporation other than the parties hereto and their respective successors and assigns, assigns any rights or remedies under or by reason of this Agreement. 14.5 It is expressly agreed that 13.5 All persons dealing with the obligations Current Trust and the Successor Trusts must look solely to the property of the Current Trust and the Successor Trust and for the Current enforcement of any claims against such Trust shall not be binding upon any of their respective trustees, shareholders, nomineesas neither the Trustees, officers, agents or employees personally, but bind only to the property shareholders of either Trust assume any personal liability for obligations entered into on behalf of the Successor Fund or the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Successor Trusts. 13.6 A copy of the Agreement and Declaration of Trust of the Current TrustTrust is on file with the Secretary of State of The Commonwealth of Massachusetts, respectively. The execution and delivery of notice is hereby given that this Agreement have been authorized by the trustees instrument is executed on behalf of the Successor Trust and Trustees of the Current Trust as trustees and not individually and that the obligations of this Agreement has been executed by authorized officers instrument are not binding upon any of the Successor trustees, officers, or shareholders of the current Trust and the Current Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personallyindividually, but shall bind are binding only upon the assets and property of the Successor Fund and the Current Fund, as the case may be, as provided in the Successor Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 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. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 Section 2708); provided that, ,in the case of any conflict between those laws and the federal securities laws, ,the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 It is expressly agreed that the obligations of the Successor Acquiring Trust and the Current American Independence Funds Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Fund Acquiring Funds or the Current FundAcquiredFunds, as the case may be, as provided in the Successor Trust’s Declaration trust instruments of Trust the AcquiringTrust and 188 the Declaration Instrument of Trust of the Current American Independence Funds Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Acquiring Trust and of the Current American Independence Funds Trust and this Agreement has been executed by authorized officers of the Successor Acquiring Trust and the Current American Independence Funds Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Fund Acquiring Funds and the Current FundAcquired Funds, as the case may be, as provided in the Successor Trust’s Declaration trust instruments of the Acquiring Trust and the Declaration Instrument of Trust of the Current American Independence Funds Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 15.1 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. 14.2 15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 15.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of MassachusettsTexas, without giving effect to conflict of laws principles; provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 15.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 15.5 It is expressly agreed that the obligations of the Successor Trust and the Current Trust shall not be binding upon any of their its respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Target Fund, as the case may be, as provided in the Successor Trust’s Agreement and Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Trust and of the Current Trust and this Agreement has been executed by authorized officers of the Successor Trust and the Current Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Target Fund, as the case may be, as provided in the Successor Trust’s Agreement and Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 14.1. The article section 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. 14.2 14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 14.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 § 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 14.4. 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 14.5. It is expressly agreed that the obligations of the Successor Trust and the Current Trust Company shall not be binding upon any of their respective trusteesits Directors, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor TrustCompany’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectivelyArticles. The execution and delivery of this Agreement have been authorized by the trustees Board of Directors of the Successor Trust and of the Current Trust Company and this Agreement has been executed by authorized officers of the Successor Trust and the Current TrustCompany, acting as such, and neither such authorization by such trustees Directors nor such execution execution, and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor TrustCompany’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page followsArticles.]

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 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. 14.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 ss. 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 It is expressly agreed that the obligations of the Successor Acquiring Trust and the Current Acquired Trust shall not be binding upon any of their respective trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Acquiring Trust’s 's Declaration and the Acquired Fund's Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. The execution and delivery of this Agreement have been authorized by the trustees of the Successor Acquiring Trust and of the Current Acquired Trust and this Agreement has been executed by authorized officers of the Successor Acquiring Trust and the Current Acquired Trust, acting as such, and neither such authorization by such trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Acquiring Trust’s 's Declaration and the Acquired Trust's Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]* * * * *

HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT. 14.1 13.1. The article section 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. 14.2 13.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3 13.3. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth State of MassachusettsDelaware, without giving effect to conflict of laws principlesprinciples (other than Delaware Code Title 6 § 2708); provided that, in the case of any conflict between those laws and the federal securities laws, the latter shall govern. 14.4 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 either party without the prior written consent of the other party hereto. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, 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. 14.5 13.5. It is expressly agreed that the obligations of the Successor Trust Company and the Current Trust shall not be binding upon any of their respective trusteesDirectors/Trustees, shareholders, nominees, officers, agents or employees personally, but bind only to the property of the Successor Acquiring Fund or the Current Acquired Fund, as the case may be, as provided in the Successor Company’s Articles or the Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. The execution execution, and delivery of this Agreement have been authorized by the trustees Directors/Trustees of the Successor Trust Company and of the Current Trust and this Agreement has been executed by authorized officers of the Successor Trust Company and the Current Trust, acting as such, and neither such authorization by such trustees Directors/Trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to have imposed any liability on any of them personally, but shall bind only the property of the Successor Acquiring Fund and the Current Acquired Fund, as the case may be, as provided in the Successor Company’s Articles and the Trust’s Declaration of Trust and the Declaration of Trust of the Current Trust, respectively. [Signature page follows.]