Common use of Term, Termination and Assignment Clause in Contracts

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees of the Board who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 11. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement or (ii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then the provisions of this Agreement relating to such plan automatically shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable plan. c. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees of the Board who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 11. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement or (ii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then the provisions of this Agreement relating to such plan automatically shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable plan. c. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees of the Board who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor or Administrator may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees Board and of the Board Trustees who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, and (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary Servicer violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 11. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement Agreement, (ii) breach by Servicer of its representation in Section 5(b)(2), or (iiiii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then this Agreement, or the provisions of this Agreement relating to such plan automatically Plan automatically, as the case may be, shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable planPlan. c. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor or Administrator may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary Servicer unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees Board and of the Board Trustees who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, and (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary Servicer violating any anti-money laundering, sanctions, or anti-bribery and or corruption laws or engaging in any other unlawful conduct referenced in Section 1112. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement Agreement, (ii) breach by Servicer of its representation in Section 5(b)(2), or (iiiii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then this Agreement, or the provisions of this Agreement relating to such plan automatically Plan automatically, as the case may be, shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable planPlan. c. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor or Administrator may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary Servicer unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees of the Board who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 11. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement or (ii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then the provisions of this Agreement relating to such plan automatically shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable plan. c. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor or Administrator may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and and/or Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees of the Board who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and and/or Servicing Plan or in any provisions of this Agreement related to such Distribution and and/or Servicing Plans (“Disinterested Directors”), cast in person accordance with the provisions of the 1940 Act and the rules and any applicable Securities and Exchange Commission guidance or relief thereunder at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary violating any anti-money laundering, sanctions, or anti-bribery and or corruption laws or engaging in any other unlawful conduct referenced in Section 1112. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement or (ii) any Distribution and and/or Servicing Plan terminates, is not continued or ceases to remain in effect, then the provisions of this Agreement relating to such plan automatically shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable plan. c. The compensation provisions of Section 3 related to Distribution and and/or Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and and/or Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees Board and of the Board Trustees who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, Fund and (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary Bank violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 11. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement Agreement, (ii) breach by Bank of its representation in Section 5(b)(4), or (iiiii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then the provisions of this Agreement relating to such plan Plan automatically shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable planPlan. c. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor or Administrator may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary Bank unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

Term, Termination and Assignment. a. The compensation provisions 7.1 This Agreement shall become effective as of Section 3 related to the Distribution EFFECTIVE DATE, and Servicing Plans shall remain in effect for not more than five (5) years from the EFFECTIVE DATE; provided, however, that after the initial term of this Agreement, the Agreement will be automatically renewed under the same terms and conditions for additional one (1) year terms, unless a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote party hereto gives notice six (6) months before the end of the Trustees initial term or succeeding one (1) year term(s) to the other party of its intention to allow the Board who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions Agreement to expire. Upon expiration of this Agreement related Agreement, the transfer of TECHNICAL INFORMATION shall cease forthwith, each party shall return to the other party all TECHNICAL INFORMATION received from such Distribution other party, and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose licenses of voting on such plans or agreements.Section 2 shall survive. POWERMITE® Services.5/960213 MOTOROLA - MICROSEMI POWERMITE® TECHNOLOGY AGREEMENT b. Any 7.2 Either party hereto may terminate cancel this Agreement by giving 30 days’ on ninety (90) days written notice to the other partiesparty for failure of the other party to fulfill any of its material obligations hereunder; provided, however, that if during said ninety (90) day period said other party shall have fulfilled said obligations, this Agreement shall continue in full force and effect as if such notice had not been given. 7.3 This Agreement is personal to each of the parties hereto, and either party shall have the right to cancel this Agreement by giving written notice of cancellation to the other party at any time upon or after: 1) the filing by the other party of a petition in bankruptcy or insolvency; 2) any adjudication that the other party is bankrupt or insolvent; 3) the filing by the other party under any law relating to bankruptcy or insolvency; 4) the appointment of a receiver for all or substantially all of the property of the other party; 5) the making by the other party of any assignment or attempted assignment of this Agreement for the benefit of creditors; or 6) the institution of any proceedings for the liquidation or winding up of the other party’s business or for the termination of its corporate charter. Upon the giving of such notice of cancellation, this Agreement shall be terminated forthwith. 7.4 In the event of a direct or indirect taking over or assumption of control of either party, without the consent of its management and board of directors, by any third party, the other party shall have the right to cancel this Agreement at any time thereafter upon giving written notice thereof to the party and, upon the giving of such notice of cancellation, this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, (2) in the event that Intermediary ceases to be a member in good standing of FINRAforthwith. 7.5 This Agreement, and (3) any rights or licenses granted herein, are personal to each party and shall be binding upon Intermediary violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 11. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement or (ii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then the provisions of this Agreement relating to such plan automatically shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable plan. c. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns of any party hereto, assigns; provided, however, that no neither party may shall assign this Agreement any of its rights or privileges hereunder without the prior written consent of the other partiesparty except to a successor in ownership of all the relevant assets of the assigning party, except that Distributor may assign which successor shall expressly assume in writing the performance of all terms and conditions of this Agreement to be performed by the assigning party. Should either party attempt an affiliate that provides similar services assignment in derogation of the foregoing, the other party shall have the right to immediately cancel this Agreement. 7.6 In the event of an assignment to a Company upon 30 days’ successor of all the relevant assets of either party in accordance with Paragraph 7.5, if such successor is a competitor of one of the parties in one or more of that party’s businesses, that party may: 1) continue the Agreement under the terms and conditions herein, or 2) treat the Agreement as prematurely expired, whereupon the transfer of TECHNICAL INFORMATION shall cease forthwith, each party shall return to the other party all TECHNICAL INFORMATION received from such other party, and, unless specifically otherwise authorized by the canceling party in writing, the licenses granted in Section 2 shall expire, except such licenses shall remain in effect for products designed using TECHNICAL INFORMATION prior written notice to Intermediary such termination. 7.7 If this Agreement is canceled by MICROSEMI in accordance with Paragraph 7.2, 7.3, or 7.6, any TECHNICAL INFORMATION previously transferred to MOTOROLA shall be returned to MICROSEMI forthwith, and, unless specifically otherwise authorized by MICROSEMI in writing, all licenses to MOTOROLA of Section 2 shall terminate, except such an assignment would licenses shall remain in effect for LICENSED PRODUCT and semiconductors incorporating LICENSED PRODUCT designed prior to such termination, and all licenses of Section 2 granted to MICROSEMI shall survive. 7.8 If this Agreement is canceled by MOTOROLA in accordance with Paragraph 7.2, 7.3, or 7.6, any TECHNICAL INFORMATION previously transferred to MICROSEMI shall be returned to POWERMITE® Services.5/960213 MOTOROLA - MICROSEMI POWERMITE® TECHNOLOGY AGREEMENT MOTOROLA forthwith, and, unless specifically otherwise authorized by MOTOROLA in writing, all licenses to MICROSEMI of Section 2 shall terminate, except such licenses shall remain in effect for LICENSED PRODUCT AND SEMICONDUCTORS DESIGNED incorporating LICENSED PRODUCT MICROSEMI products designed prior to such termination, and all licenses of Section 2 granted to MOTOROLA shall survive. 7.9 In the event MOTOROLA does not qualify LICENSED PRODUCT at any of its facilities within eighteen (18) months following the EFFECTIVE DATE, this Agreement shall be deemed an assignment within terminated, and each party shall have no liability whatsoever to the meaning other party, except MICROSEMI shall have the right to purchase any special equipment and tooling acquired by MOTOROLA for the assembly of applicable provisions POWERMITE® packages at a mutually agreed upon price. 7.10 The obligations under this Section 7 to return TECHNICAL INFORMATION shall survive expiration or cancellation of this Agreement. 7.11 No failure or delay on the part of either party in exercising its right of termination hereunder for any one or more causes shall be construed to prejudice its right of termination for such causes or any other or subsequent causes. 7.12 In the event MOTOROLA elects not to renew this Agreement at the end of the 1940 Actinitial term or at the end of any renewal thereof, MICROSEMI shall have the right to purchase from MOTOROLA units of equipment or tooling reasonably necessary for MICROSEMI to assemble the quantity of LICENSED PRODUCT that MICROSEMI was buying from MOTOROLA, but no more than MOTOROLA required to make such quantity of LICENSED PRODUCT on the date of such expiration. The parties agree to negotiate in good faith the purchase price of any such equipment and tooling. 7.13 Upon the expiration of this Agreement in accordance with Section 7.1 or 7.2, the exclusive rights and licenses granted to MOTOROLA shall be converted to nonexclusive rights and licenses. MICROSEMI shall provide MOTOROLA with confirmatory documents granting MOTOROLA such nonexclusive rights and licenses.

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees Board and of the Board Trustees who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, Fund and (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 11. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement Agreement, (ii) breach by Bank of its representation in Section 5(b)(4), or (iiiii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then the provisions of this Agreement relating to such plan Plan automatically shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable planPlan. c. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor or Administrator may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary Bank unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.

Term, Termination and Assignment. a. The compensation provisions of Section 3 related to the Distribution and Servicing Plans shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved by a vote of the Trustees Board and of the Board Trustees who are not “interested persons” of each Company and have no direct or indirect financial interest in the operation of each Distribution and Servicing Plan or in any provisions of this Agreement related to such Distribution and Servicing Plans (“Disinterested Directors”), cast in person at a meeting called for the purpose of voting on such plans or agreements. b. Any party hereto may terminate this Agreement by giving 30 days’ written notice to the other parties, and this Agreement shall terminate automatically: (1) with respect to a Fund in the event that the Fund liquidates or reorganizes into another Fund, Fund and (2) in the event that Intermediary ceases to be a member in good standing of FINRA, and (3) upon Intermediary Bank violating any anti-bribery and corruption laws or engaging in any other unlawful conduct referenced in Section 1112. In the event: (i) of an assignment (within the meaning of the 0000 Xxx) of this Agreement Agreement, (ii) breach by Bank of its representation in Section 5(b)(4), or (iiiii) any Distribution and Servicing Plan terminates, is not continued or ceases to remain in effect, then the provisions of this Agreement relating to such plan Plan automatically shall terminate with respect to the Shares covered by such assignment or such terminated plan, to the extent required by applicable law, rule or regulation or the terms of the applicable planPlan. c. The compensation provisions of Section 3 related to Distribution and Servicing Plans also may be terminated at any time with respect to any Fund without payment of any penalty, to the extent required by applicable law, rule or regulation or provided in the Distribution and Servicing Plan, by vote of a majority of the Disinterested Directors of the applicable Company, or by vote of a majority of the outstanding voting securities of such Fund on 60 days’ written notice. d. This Agreement shall inure to the benefit of the successors and assigns of any party hereto, provided, however, that no party may assign this Agreement without the prior written consent of the other parties, except that Distributor or Administrator may assign this Agreement to an affiliate that provides similar services to a Company upon 30 days’ prior written notice to Intermediary Bank unless such an assignment would be deemed an assignment within the meaning of applicable provisions of the 1940 Act.