Common use of Termination, Amendment and Assignment Clause in Contracts

Termination, Amendment and Assignment. The appointment of the AP Representative, with respect to any particular Participant, is subject to the prior written consent, evidenced by this Agreement, of the Trust. That consent may be revoked, and this Agreement terminated, immediately upon prior written notice to the AP Representative and the Participants who have engaged such AP Representative by the Trust. In addition, this Agreement may be terminated at any time by the AP Representative upon sixty days prior written notice to the Trust and may be terminated earlier by either Party at any time in the event of a breach by the other Party of any provision of this Agreement. Provided, however, that if the AP Representative is the only entity acting as an AP Representative for Participants with respect to any Fund, the AP Representative shall continue in its capacity in respect to partial and full in-kind Orders to the Fund, and remain a party to this Agreement, until such time as the Trust has consented to the appointment of another AP Representative, as evidenced by a separate AP Representative Confidentiality and Undertaking Agreement between the Trust and such replacement AP Representative. This Agreement may not be assigned by any Party, except in connection with the sale of all or substantially all of such Party’s business to another person. This Agreement supersedes any prior such agreement of the same subject matter between the Parties. This Agreement may not be amended except by a writing signed by the Parties. This Agreement is subject to the terms and conditions of the exemptive and regulatory relief provided to the Trust by the SEC, including without limitation the ActiveShares® Exemptive Order.

Termination, Amendment and Assignment. The appointment of the AP Representative, with respect to any particular Participant, is subject to the prior written consent, evidenced by this Agreement, of the Trust. That consent may be revoked, and this Agreement terminated, immediately upon prior written notice to the AP Representative and the Participants who have engaged such AP Representative by the Trust. In addition, this Agreement may be terminated at any time by the AP Representative upon sixty (60) days prior written notice to the Trust and may be terminated earlier by either Party at any time in the event of a breach by the other Party of any provision of this Agreement. Provided, however, that if the AP Representative is the only entity acting as an AP Representative for Participants with respect to any Fund, the AP Representative shall continue in its capacity in respect to partial and full in-kind Purchase Orders and Redemption Orders to the Fund, and remain a party Party to this Agreement, until such time as the Trust has consented to the appointment of another AP Representative, as evidenced by a separate AP Representative Confidentiality and Undertaking Agreement between the Trust and such replacement AP Representative. This No Party may assign this Agreement may not be assigned by or any of its rights or obligations hereunder without the prior written consent of the other Party, except in connection with the sale of all or substantially all of such Party’s business to another person. This Agreement constitutes the entire understanding and agreement of the Parties and supersedes any prior such oral or written agreement of the same subject matter between the Parties. This Agreement may not be amended except by a writing signed by the Parties. This Agreement is subject to the terms and conditions of the exemptive and regulatory relief provided to the Trust by the SEC, including without limitation the ActiveShares® Exemptive Order.

Termination, Amendment and Assignment. The appointment of the AP Representative, with respect to any particular Participant, is subject to the prior written consent, evidenced by this Agreement, of the Trust. That consent may be revoked, and this Agreement terminated, immediately upon prior written notice to the AP Representative and the Participants who have engaged such AP Representative by the Trust. In addition, this Agreement may be terminated at any time by the AP Representative upon sixty days prior written notice to the Trust and may be terminated earlier by either Party at any time in the event of a breach by the other Party of any provision of this Agreement. Provided, however, that if the AP Representative is the only entity acting as an AP Representative for Participants with respect to any Fund, the AP Representative shall continue in its capacity in respect to partial and full in-kind Orders to the Fund, and remain a party to this Agreement, until such time as the Trust has consented to the appointment of another AP Representative, as evidenced by a separate AP Representative Confidentiality and Undertaking Agreement between the Trust and such replacement AP Representative. This Agreement may not be assigned by any Party, except in connection with the sale of all or substantially all of such Party’s business to another person. This Agreement supersedes any prior such agreement of the same subject matter between the Parties. This Agreement may not be amended except by a writing signed by the both Parties. This Agreement is subject to the terms and conditions of the exemptive and regulatory relief provided to the Trust by the SEC, including without limitation the ActiveShares® Exemptive Order.