Common use of Term and Termination; Assignment; Amendment Clause in Contracts

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 30 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B heretoabove, this Agreement may be amended only by a writing that is signed by each affected party. (fe) The Acquiring In the case of BlackRock California Municipal Series Trust, BlackRock Equity Dividend Fund, BlackRock EuroFund, BlackRock Financial Institutions Series Trust, BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V, BlackRock Multi-State Municipal Series Trust, BlackRock Municipal Series Trust and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. BlackRock Natural Resources Trust (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trusteach, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Registrant.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 30 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B heretoabove, this Agreement may be amended only by a writing that is signed by each affected party. (fe) The Acquiring In the case of BlackRock California Municipal Series Trust, BlackRock Equity Dividend Fund, BlackRock EuroFund, BlackRock Financial Institutions Series Trust, BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V, BlackRock Multi-State Municipal Series Trust, BlackRock Municipal Series Trust and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. BlackRock Natural Resources Trust (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trusteach, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Xxxxxxxxxx.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b). Notwithstanding any provision of this Agreement to the contrary, the obligations set forth in Section 1(a)(ii), Section 3(f), Section 3(g), Section 3(h) and Section 3(i) hereof shall apply as of and beginning on the date hereof, and shall continue in effect for the term of this Agreement and thereafter as set forth in Section 9(c) hereof, regardless of whether the Acquiring Fund has made an investment in an Acquired Fund in reliance on the Rule. (b) This Agreement shall continue until terminated in writing by either party upon 60 30 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the limitations set forth in Section 12(d)(1)(A) limits of the 1940 Act in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired FundFund other than in accordance with Section 1(a)(ii)(B)(y), Section 1(a)(ii)(C), Section 3(g), Section 3(h) and Section 3(i). (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(11(a)(i)(C), Section 1(a)(ii), Section 3(b), Section 3(d), Section 3(f), Section 3(g), Section 3(h) hereof and Section 3(i) of this Agreement shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this AgreementFund. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments by Acquiring Funds in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue with respect to an Acquiring Fund and an Acquired Fund until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Acquiring Fund or at any time and an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either a party without the prior written consent of the otherother affected party. (ed) Other than as set forth in Sections 3(e)This Agreement, 6 and 7 above with the exception of modifications of Schedule A and Schedule B heretoconsistent with Section 4 of this Agreement, this Agreement may be amended only by a writing that is signed by each affected party. (fe) The In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that are involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawAcquiring Funds or other funds. (gf) With respect to In any Acquiring Fund action involving the Acquired Trusts or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquiring Trust or Acquiring Fund agrees to look solely to the individual Acquired Trust(s) or Acquired Fund(s) that are involved in the matter in controversy and not to any other Acquired Trusts, Acquired Funds or other funds.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ ' and the Acquiring Funds’ ' reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 30 days’ ' notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B heretoabove, this Agreement may be amended only by a writing that is signed by each affected party. (fe) The Acquiring In the case of BlackRock California Municipal Series Trust, BlackRock Equity Dividend Fund, BlackRock EuroFund, BlackRock Financial Institutions Series Trust, BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V, BlackRock Multi-State Municipal Series Trust, BlackRock Municipal Series Trust and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. BlackRock Natural Resources Trust (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trusteach, a “"Massachusetts Trust”"), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Registrant.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective with respect to a particular Acquiring Fund and Acquired Fund for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue with respect to a particular Acquiring Fund and Acquired Fund until terminated in writing by either party upon 60 sixty (60) days’ notice to the other party. Termination ; provided, however, that the provisions of Section 4 shall survive the termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties heretoAgreement. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. other party; provided that such affirmative consent is not required in the case of a Reorganization (eas defined below) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, of a Fund (a “Reorganizing Fund”) if such Reorganizing Fund provides written notice to the other party to this Agreement may at least thirty (30) days’ prior to the effective date of such Reorganization. The term “Reorganization” shall refer to a merger, consolidation, or purchase or sale of substantially all of the assets between a Fund and another registered investment company or series thereof. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be amended only bound by a writing that is signed by each affected party. (f) The Acquiring Funds the terms and the Acquired Funds may file a copy conditions of this Agreement with applicable to the SEC or any other regulatory body if required by applicable lawassigning party. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible FundAgreement, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (d) This Agreement shall automatically terminate with respect to a particular Acquiring Fund upon the termination of such Acquiring Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund shall not terminate this Agreement with respect to other Acquiring Funds and Acquired Funds that are parties hereto. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended amended, including the addition of Acquiring Funds and Acquired Funds to Schedule A, only by a writing that is signed by each affected party. (f) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series of the Acquiring Funds. (g) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other series of the Acquired Funds. (h) The Acquiring Funds Fund and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (gi) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this This Agreement is executed shall be construed on behalf of each Massachusetts Trust by an officer Acquired Fund in accordance with the laws of the Trust in his or her capacity as an officer State of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder organization of a Massachusetts Trust shall have any personal liability under this Agreementsuch Acquired Fund.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes Termination of clarity, upon termination of the this Agreement with respect to an a particular Acquiring Fund and/or Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required terminate the Agreement as to reduce its holdings of the respective other Acquiring Funds and Acquired FundFunds that are parties hereto. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended amended, including the addition of Acquiring Funds to Schedule A, only by a in writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion. Once a fund has been placed on the Ineligible Funds list in Schedule B, an Acquiring Fund may not purchase shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on Rule 12d1-4.” (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that are involved in the matter in controversy and not to any other series of the Acquiring Funds. (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that are involved in the matter in controversy and not to any other series of the Acquired Funds.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of each of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 30 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Fund, unless such purchases render it in compliance with Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund1940 Act. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party. Thus, in the event that the Acquiring Trust desires to add an additional series as an “Acquiring Fund” under this Agreement, it shall so notify the Trust in writing, and subject to the Trust’s written acceptance of such addition, the additional series shall be added to Schedule A by written amendment prior to any investment. Similarly, in the event an Acquiring Fund wishes to (i) invest in a series of the Trust that is in existence as of the date of this Agreement but is not listed on Schedule B or (ii) invest in a series of the Trust created after the date of this Agreement, the parties agree that, upon confirmation by the Trust that the series is eligible for investment by Acquiring Funds, such series shall be added to Schedule B by written amendment prior to any investment by the Acquiring Fund. (e) In any action under this Agreement involving any Fund, each Fund agrees to look solely to the individual Fund that is involved in the matter in controversy and not to any other Fund or investment company. (f) The effectiveness of this Agreement shall be deemed to constitute the termination as of the date first written above of any and all prior agreements between Acquiring Funds and the Acquired Funds may file a copy of this Agreement with that relates to the SEC or any other regulatory body if required investment by applicable law. (g) With respect to any Acquiring Fund Funds in any Acquired Funds in reliance on a participation agreement, exemptive order or Acquired Fund organized as a Massachusetts business trust or a series thereof other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (each such trust, a the “Massachusetts TrustPrior Section 12 Agreements”). The parties hereby waive any notice provisions, a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusettsconditions to termination, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreementmatters otherwise required to terminate such Prior Section 12 Agreements.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and and/or the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A12(d)(l )(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to this Agreement, an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate this Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Schedule B to this Agreement may be amended by the Acquired Fund to add Additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 5. (e) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. (f) The In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Funds that are involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawseries of the Acquiring Trusts. (g) With respect to In any Acquiring Fund or action involving the Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Funds that are involved in the matter in controversy and not to any other series of the Acquired Trusts.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and and/or the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Schedule B to this Agreement may be amended by the Acquired Fund to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 5. (e) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. (f) The In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that [is/are] involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawseries of the Acquiring Trusts. (g) With respect to In any Acquiring Fund or action involving the Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that [is/are] involved in the matter in controversy and not to any other series of the Acquired Trusts.

Term and Termination; Assignment; Amendment. (ac) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . (bd) This Agreement shall continue until terminated in writing by either party upon 60 30 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (de) This Agreement may not be assigned by either party without the prior written consent of the other. (ef) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B heretoabove, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof In the case of BlackRock California Municipal Series Trust, BlackRock Equity Dividend Fund, BlackRock EuroFund, BlackRock Financial Institutions Series Trust, BlackRock Funds, BlackRock Funds II, BlackRock Funds IV, BlackRock Funds V, BlackRock Multi-State Municipal Series Trust, BlackRock Municipal Series Trust and BlackRock Natural Resources Trust (each such trusteach, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Xxxxxxxxxx.

Term and Termination; Assignment; Amendment. (ai) This Agreement shall be effective for the duration of the Acquired Funds’ Fund’s and the Acquiring Funds’ Fund’s reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). terminated. (bj) This Agreement shall continue until terminated in writing writing, either in its entirety or with respect to one or more specific Acquired Fund(s) or Acquiring Fund(s): (i) by either party upon 60 sixty (60) days’ notice to the other party. Termination ; or (ii) in the event of a material breach of this Agreement with respect Agreement, upon written notice to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties heretobreaching party, which may be given in the sole discretion of the non- breaching party. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (ck) If this This Agreement is terminated pursuant binding upon and inures to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations benefit of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule parties hereto and pursuant to this Agreement. (d) their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (el) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party. (fm) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (n) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (o) The Acquiring Funds Fund and the Acquired Funds Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of each of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated terminated, either in its entirety or with respect to one or more specific Acquired Fund(s) or Acquiring Fund(s), in writing by either party upon 60 30 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party. Thus, in the event that the Acquiring Trust desires to add an additional series as an “Acquiring Fund” under this Agreement, it shall so notify the Trust in writing, and subject to the Trust’s written acceptance of such addition, the additional series shall be added to Schedule A by written amendment prior to any investment. Similarly, in the event an Acquiring Fund wishes to (i) invest in a series of the Trust that is in existence as of the date of this Agreement but is not listed on Schedule B or (ii) invest in a series of the Trust created after the date of this Agreement, the parties agree that, upon confirmation by the Trust that the series is eligible for investment by Acquiring Funds, such series shall be added to Schedule B by written amendment prior to any investment by the Acquiring Fund. (e) In any action under this Agreement involving any Fund, each Fund agrees to look solely to the individual Fund that is involved in the matter in controversy and not to any other Fund or investment company. (f) The effectiveness of this Agreement shall be deemed to constitute the termination as of the date first written above of any and all prior agreements between Acquiring Funds and the Acquired Funds may file a copy of this Agreement with that relates to the SEC or any other regulatory body if required investment by applicable law. (g) With respect to any Acquiring Fund Funds in any Acquired Funds in reliance on a participation agreement, exemptive order or Acquired Fund organized as a Massachusetts business trust or a series thereof other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (each such trust, a the “Massachusetts TrustPrior Section 12 Agreements”). The parties hereby waive any notice provisions, a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusettsconditions to termination, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreementmatters otherwise required to terminate such Prior Section 12 Agreements.

Term and Termination; Assignment; Amendment. (ak) This Agreement shall be effective for the duration of the Acquired Funds’ Fund’s and the Acquiring Funds’ Fund’s reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). terminated. (bl) This Agreement shall continue until terminated in writing writing, either in its entirety or with respect to one or more specific Acquired Fund(s) or Acquiring Fund(s): (i) by either party upon 60 sixty (60) days’ notice to the other party. Termination ; or (ii) in the event of a material breach of this Agreement with respect Agreement, upon written notice to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties heretobreaching party, which may be given in the sole discretion of the non- breaching party. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (cm) If this This Agreement is terminated pursuant binding upon and inures to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations benefit of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule parties hereto and pursuant to this Agreement. (d) their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (en) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party. (fo) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (p) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (q) The Acquiring Funds Fund and the Acquired Funds Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue continue, in its entirety or with respect to any particular Acquiring Fund or Acquired Fund, until terminated in writing by either any party upon 60 days’ written notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties heretoparties. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the no Acquiring Fund may not purchase additional shares of the an Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, The provisions of this Agreement may be amended only by a writing that is signed by each affected party. However, the list of Acquiring Funds and Acquired Funds on Schedule A may be amended by either party upon 30 days’ advance written notice to the other party. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Funds that are involved in the matter in controversy and not to any other series of the Acquiring Funds. (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy of under this Agreement with Agreement, each Acquiring Fund agrees to look solely to the SEC or individual Acquired Funds that are involved in the matter in controversy and not to any other regulatory body if required by applicable law. series of the Acquired Funds. [FOR Massachusetts business trusts (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”In the case of the [applicable Fund(s)], a copy of the Declaration of Trust of each Massachusetts Trust [name of applicable trust(s)] is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust the Fund[(s)] shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the [applicable Fund(s)].

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b) or Section 6(c). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible FundAgreement, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If This Agreement shall automatically terminate with respect to a particular Acquiring Fund upon termination of such Acquiring Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund shall not terminate this Agreement is terminated pursuant with respect to Section 9(b) hereof, the obligations of an other Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive Funds and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund Funds that were acquired in reliance on the Rule and pursuant to this Agreementare parties hereto. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Appendix A to this Agreement may be amended by the advisor of the Acquired Funds to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 5, Notices. (f) The In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawseries of the Acquiring Funds. (g) With respect to In any Acquiring Fund or action involving the Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other series of the Acquired Funds.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). . (b) This Agreement shall continue until terminated in writing by either party any Acquiring Fund or by any Acquired Fund upon 60 30 days’ notice to the other partyapplicable respective Acquired Fund or Acquiring Fund. Upon termination of this Agreement with respect to any Acquiring Fund and Acquired Fund, the AcquiringFund will not be required to reduce its then existing holdings of the applicable Acquired Fund but it may not purchase additional shares of the applicable Acquired Fund beyond the Section12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B heretoabove, this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Funds that are involved in the matter in controversy and not to any other series of the Acquiring Funds. (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy of under this Agreement with Agreement, each Acquiring Fund agrees to look solely to the SEC or individual Acquired Funds that are involved in the matter in controversy and not to any other regulatory body if required by applicable lawseries of the Acquired Funds. (g) With respect to In the case of any Acquiring Fund or Acquired Fund that is organized as a Massachusetts business trust or a series thereof (each such trusteach, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Registrant shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Registrant.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and and/or the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the this Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, this Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination , provided, however, that the provisions of Section 4 shall survive the termination of this Agreement. This Agreement may be terminated with respect to a particular one or more Acquiring Companies, Acquiring Funds, Acquired Fund shall not terminate Companies or Acquired Funds, and remain effective with respect to the Agreement as to other remaining Acquiring Companies, Acquiring Funds, Acquired Companies or Acquired Funds that are parties heretosubject to this Agreement. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Acquiring Fund, the Acquiring Fund may not purchase additional shares of the any Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either a party without the prior written consent of the otherother parties. In the event a party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be deemed to make the representations, warranties and covenants in this Agreement applicable to the assigning party and be bound by the acknowledgements and agreements of this Agreement applicable to the assigning party. (ed) Other than as set forth in Sections 3(e), 6 Section 7 below and 7 above and Schedule B heretowith respect to notice information, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b5(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to Agreement, an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the an Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(l)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible FundAgreement, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If This Agreement shall automatically terminate with respect to a particular Acquiring Fund or Acquired Fund upon the termination of such Acquiring Fund or Acquired Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund or Acquired Fund shall not terminate this Agreement is terminated pursuant with respect to Section 9(b) hereof, the obligations of an other Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive Funds and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund Funds that were acquired in reliance on the Rule and pursuant to this Agreementare parties hereto. (d) This Agreement may not be assigned (as that term is defined in the 1940 Act) by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b5(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion, by providing notice to the Acquiring Funds in accordance with Section 4. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual series of the Acquiring Fund(s) that are involved in the matter in controversy and not to any other series of the Acquiring Fund(s). (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy under this Agreement, each Acquiring Fund agrees to look solely to the individual series of this Agreement with the SEC or Acquired Funds that are involved in the matter in controversy and not to any other regulatory body if required by applicable lawseries of the Acquired Funds. (g) With respect to any In the case of each Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”)Fund, a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee agent or shareholder of a Massachusetts Trust an Acquiring Fund shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable Acquiring Fund. (h) This Agreement will be governed by New York law without regard to choice of law principles.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b5(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to Agreement, an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the an Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible FundAgreement, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If This Agreement shall automatically terminate with respect to a particular Acquiring Fund or Acquired Fund upon the termination of such Acquiring Fund or Acquired Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund or Acquired Fund shall not terminate this Agreement is terminated pursuant with respect to Section 9(b) hereof, the obligations of an other Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive Funds and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund Funds that were acquired in reliance on the Rule and pursuant to this Agreementare parties hereto. (d) This Agreement may not be assigned (as that term is defined in the 1000 Xxx) by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments by Acquiring Funds in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue with respect to an Acquiring Fund and an Acquired Fund until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Acquiring Fund or at any time and an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either a party without the prior written consent of the otherother affected party. (ed) Other than as set forth in Sections 3(e)This Agreement, 6 and 7 above with the exception of modifications of Schedule A and Schedule B heretoconsistent with Section 4 of this Agreement, this Agreement may be amended only by a writing that is signed by each affected party. (fe) The In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that are involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawAcquiring Funds or other funds. (gf) With respect to In any Acquiring Fund action involving the Acquired Trusts or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquiring Trust or Acquiring Fund agrees to look solely to the individual Acquired Trust(s) or Acquired Fund(s) that are involved in the matter in controversy and not to any other Acquired Trusts, Acquired Funds or other funds. .

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and and/or the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Schedule B to this Agreement may be amended by the Acquired Fund to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 5. (f) The Acquiring Funds and This Agreement will be governed by the Acquired Funds may file a copy laws of this Agreement with the SEC or any other regulatory body if required by applicable lawCommonwealth of Massachusetts without regard to its choice of law principles. (g) With respect to In any action involving the Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Funds that are involved in the matter in controversy and not to any other series of the Acquiring Trusts. (h) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Funds that are involved in the matter in controversy and not to any other series of the Acquired Trusts.

Term and Termination; Assignment; Amendment. If to the Acquired Fund: ProShares Trust c/o ProShare Advisors LLC Attn: Xxxxxxx Xxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Email: xxxxx@xxxxxxxxx.xxx With a copy to: ProShare Advisors LLC Attn: General Counsel 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Email: xxxxxxxxxxxxxx@xxxxxxxxx.xxx (a) This Agreement shall be effective for the duration of the Acquired Funds’ ' and the Acquiring Funds’ ' reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ ' notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such DocuSign Envelope ID: 7785A37C-960B-4A1B-AD6C-6EA20FCF43F0 permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Funds that is involved in the matter in controversy and not to any other series of the Acquiring Funds. (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy of under this Agreement with Agreement, each Acquiring Fund agrees to look solely to the SEC or individual Acquired Fund(s) that is/are involved in the matter in controversy and not to any other regulatory body if required by applicable lawseries of the Acquired Funds. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a A copy of the Declaration of Trust of each Massachusetts Trust trust listed on Schedule A is on file f ile with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee agent or shareholder of a Massachusetts Trust the Acquiring Funds shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable Fund(s).

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b) or Section 6(c). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days60days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible FundAgreement, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If This Agreement shall automatically terminate with respect to a particular Acquiring Fund upon termination of such Acquiring Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund shall not terminate this Agreement is terminated pursuant with respect to Section 9(b) hereof, the obligations of an other Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive Funds and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund Funds that were acquired in reliance on the Rule and pursuant to this Agreementare parties hereto. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Appendix A to this Agreement may be amended by the advisor of the Acquired Funds to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 5, Notices. (f) The In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawseries of the Acquiring Funds. (g) With respect to In any Acquiring Fund or action involving the Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other series of the Acquired Funds.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ Fund’s and the Acquiring Funds’ reliance on the Rule. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue remain in effect until terminated in writing by either party upon 60 60-days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the an Acquired Fund beyond the Section 12(d)(1)(A) limits Limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the otherother party. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing written instrument that is signed by each affected party. (e) Schedule A to this Agreement may be amended from time to time to add or remove Acquiring Funds and Acquired Funds only by written instrument that is signed by each affected party. (f) The In an action involving the Acquiring Funds Fund under this Agreement, the corresponding Acquired Fund agrees to look solely to the Acquiring Fund that is involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawAcquiring Fund or series of the Acquiring Fund. (g) In an action involving any Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund or series of the Acquired Fund. (h) With respect to any Acquiring each Fund or Acquired Fund organized as that is a Massachusetts business trust or a series thereof (each such trustthereof, a “Massachusetts Trust”)as reflected in Schedule A, a copy of the its Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust such Fund shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of such Fund.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended amended, including the addition of Acquiring Funds to Schedule A, only by a in writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that are involved in the matter in controversy and not to any other series of the Acquiring Funds. (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy of under this Agreement with Agreement, each Acquiring Fund agrees to look solely to the SEC or individual Acquired Fund(s) that are involved in the matter in controversy and not to any other regulatory body if required by applicable lawseries of the Acquired Funds. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts In the case of Calamos Investment Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee agent or shareholder of a Massachusetts Trust the Investing Funds shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable Investing Funds.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and and/or the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Schedule B to this Agreement may be amended by the Acquired Fund to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 5. (e) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. (f) The In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Funds that are involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawseries of the Acquiring Trusts. (g) With respect to In any Acquiring Fund or action involving the Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Funds that are involved in the matter in controversy and not to any other series of the Acquired Trusts.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party (i) upon 60 days’ written notice to the other party. Termination , or (ii) immediately if the other party breaches any of its material obligations under this Agreement with respect to a particular Acquired Fund shall and such breach is not terminate the Agreement as to other Acquired Funds that are parties heretocured within fifteen (15) days following delivery of written notice of such breach. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned (as that term is defined in the 1940 Act) by either party without the prior written consent of the other. Notwithstanding the foregoing, Acquired Fund acknowledges that the Acquiring Fund expects to undergo an indirect change in control in the first quarter of 2022 and agrees that this Agreement shall continue in full force and effect following such change in control, assuming this Agreement has not otherwise been terminated and that notice of termination has not been delivered in accordance with Section 6(b). (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that is(are) involved in the matter in controversy for satisfaction, and not to any other series of the Acquiring Funds, or to the Acquiring Funds’ directors, trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that is(are) involved in the matter in controversy for satisfaction, and not to any other series of the Acquired Funds or to the Acquired Funds’ directors, trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. 7. Addition of New Funds Schedule A lists the Acquired Funds in existence as of the date of this Agreement with Agreement. Additional Acquired Funds may be created from time to time. The parties agree that in the SEC event a party hereto desires to amend Schedule A to add or any other regulatory body if required by applicable law. (g) With respect to any delete an Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trustFund, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with relevant party shall so notify the Secretary of The Commonwealth of Massachusettsother party in writing, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of if the Trust other party agrees in his or her capacity as an officer of the Trust and not individually and that no trusteewriting, officer, employee, agent, employee or shareholder of a Massachusetts Trust Schedule A shall have any personal liability under this Agreementbe amended accordingly.

Term and Termination; Assignment; Amendment. If to the Acquired Fund: ProShares Trust c/o ProShare Advisors LLC Attn: Xxxxxxx Xxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Email: xxxxx@xxxxxxxxx.xxx With a copy to: ProShare Advisors LLC Attn: General Counsel 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Email: xxxxxxxxxxxxxx@xxxxxxxxx.xxx (a) This Agreement shall be effective for the duration of the Acquired Funds’ ' and the Acquiring Funds’ ' reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ ' notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund(s) that [is/are] involved in the matter in controversy and not to any other series of the Acquiring Funds. (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that [is/are] involved in the matter in controversy and not to any other series of the Acquired Funds.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b5(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party, except that Schedule B to this Agreement may be amended by the Acquired Funds, in their sole discretion, by providing notice to the Acquiring Funds in accordance with Section 4. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual series of the Acquiring Fund(s) that are involved in the matter in controversy and not to any other series of the Acquiring Fund(s). (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy under this Agreement, each Acquiring Fund agrees to look solely to the individual series of this Agreement with the SEC or Acquired Funds that are involved in the matter in controversy and not to any other regulatory body if required by applicable lawseries of the Acquired Funds. (g) With respect to any Each Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), represents that a copy of the Amended and Restated Agreement and Declaration of Trust of each Massachusetts Trust relating to such Acquiring Fund is on file with the Secretary of The Commonwealth of Massachusetts, Massachusetts and provides notice is hereby given that this Agreement instrument is executed on behalf of each Massachusetts Trust AMG Funds I by an officer of the Trust AMG Funds I in his or her capacity as an officer of the Trust AMG Funds I and not individually and that no trusteethe obligations of or arising out of this instrument are not binding on any of the trustees, officerofficers or shareholders individually, employee, agent, employee but are binding only upon the assets or shareholder property of a Massachusetts Trust shall have any personal liability under this AgreementAMG Funds I or its series.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b5(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to Agreement, an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the an Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(l)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible FundAgreement, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If This Agreement shall automatically terminate with respect to a particular Acquiring Fund or Acquired Fund upon the termination of such Acquiring Fund or Acquired Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund or Acquired Fund shall not terminate this Agreement is terminated pursuant with respect to Section 9(b) hereof, the obligations of an other Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive Funds and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund Funds that were acquired in reliance on the Rule and pursuant to this Agreementare parties hereto. (d) This Agreement may not be assigned (as that term is defined in the 1000 Xxx) by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. (f) The Acquiring Funds and the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b5(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to Agreement, an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible Fund, the Acquiring Fund may not purchase additional shares of the an Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned (as that term is defined in the 0000 Xxx) by either party without the prior written consent of the other. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended amended, including the addition of Acquiring Funds and Acquired Funds to Schedule A, only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy for satisfaction, and not to any other series of the trust or corporation of which any such Acquiring Fund is a series, if applicable, or to the Acquiring Funds’ directors, trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. (f) The Acquiring Funds and In any action involving the Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund(s) that is involved in the matter in controversy for satisfaction, and not to any other series of the trust or corporation of which any such Acquired Fund is a series, if applicable, or to the Acquired Funds’ directors, trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b) or Section 6(c). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days60days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) or Section 12(d)(1)(C) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible FundAgreement, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If This Agreement shall automatically terminate with respect to a particular Acquiring Fund upon termination of such Acquiring Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund shall not terminate this Agreement is terminated pursuant with respect to Section 9(b) hereof, the obligations of an other Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive Funds and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund Funds that were acquired in reliance on the Rule and pursuant to this Agreementare parties hereto. (d) This Agreement may not be assigned by either party without the prior written consent of the other. (e) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Appendix A to this Agreement may be amended by the advisor of the Acquired Funds to add additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 5, Notices. (f) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series of the Acquiring Funds. (g) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other series of the Acquired Funds. (h) In the case of any Acquiring Fund organized as a Massachusetts business trust (each, a “Massachusetts Trust”), a copy of the Declaration of trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust or the Acquiring Fund shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the Acquiring Fund. (i) The Acquiring Funds Fund and the Acquired Funds Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (gj) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this This Agreement is executed shall be construed on behalf of each Massachusetts Trust by an officer Acquired Fund in accordance with the laws of the Trust in his or her capacity as an officer State of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder organization of a Massachusetts Trust shall have any personal liability under this Agreementsuch Acquired Fund.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ Fund’s and the Acquiring Funds’ Fund’s reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b). terminated. (b) This Agreement shall continue until terminated in writing writing: (i) by either party upon 60 sixty (60) days’ notice to the other party. Termination ; or (ii) in the event of a material breach of this Agreement with respect Agreement, provided that the breaching party has failed to a particular Acquired Fund shall not terminate cure the Agreement as to other Acquired Funds that are parties heretobreach within thirty days of receiving written notice of the breach from the non-breaching party. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall not be required to reduce its holdings of the respective Acquired Fund. (c) If this This Agreement is terminated pursuant binding upon and inures to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations benefit of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule parties hereto and pursuant to this Agreement. (d) their respective successors and assigns. This Agreement may not be assigned by either party without the prior written consent of the other. Any purported assignment of rights in violation of this Section is void. (ed) Other than as set forth provided in Sections 3(eSection 7(b), 6 and 7 above and Schedule B hereto, this Agreement may be amended only by a writing that is signed by each affected party. (e) In any action involving the Acquiring Fund under this Agreement, the Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any of the other Acquiring Funds. (f) In any action involving the Acquired Fund under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any of the other Acquired Funds. (g) The Acquiring Funds Fund and the Acquired Funds Fund may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law. (g) With respect to any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement.

Term and Termination; Assignment; Amendment. (a) This Agreement shall be effective for the duration of the Acquired Funds’ and and/or the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its Staff from time to time, the Agreement shall continue in effect until terminated pursuant to Section 9(b6(b). . (b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto. Upon termination of this Agreement with respect to an Acquired Fund or at any time an Acquired Fund is designated as an Ineligible FundAgreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement with respect to this Agreement, an Acquired Fund or upon an Acquired Fund being designated as an Ineligible Fund, the Acquiring Fund shall will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate this Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto. (c) If this Agreement is terminated pursuant to Section 9(b) hereof, the obligations of an Acquiring Fund set forth in Section 1(a)(ii)(1) hereof shall survive and remain continuing obligations of the Acquiring Fund so long as the Acquiring Fund holds shares of an Acquired Fund that were acquired in reliance on the Rule and pursuant to this Agreement. (d) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such permitted third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. (ed) Other than as set forth in Sections 3(e), 6 and 7 above and Schedule B hereto, this This Agreement may be amended only by a writing that is signed by each affected party; provided, however, that Schedule B to this Agreement may be amended by the Acquired Fund to add Additional Acquired Funds by providing notice to the Acquiring Fund in accordance with Section 5. (e) This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. (f) The In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Funds that are involved in the matter in controversy and the Acquired Funds may file a copy of this Agreement with the SEC or not to any other regulatory body if required by applicable lawseries of the Acquiring Trusts. (g) With respect to In any Acquiring Fund or action involving the Acquired Fund organized as a Massachusetts business trust or a series thereof (each such trust, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Massachusetts Trust by an officer of the Trust in his or her capacity as an officer of the Trust and not individually and that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Funds that are involved in the matter in controversy and not to any other series of the Acquired Trusts.