Common use of Transfer and Assumption Clause in Contracts

Transfer and Assumption. As of the Effective Date, (a) IMCO hereby assigns, transfers, conveys and sets over all of its rights, title, interest, claims and entitlements in, to and under the Fund-Related Agreements to AMCO, (b) AMCO hereby (i) accepts such assignment, transfer, conveyance and set-over and (ii) assumes all of the covenants, liabilities, duties and obligations of IMCO arising out of, under and in connection with the Fund Related Agreements, and (c) the Trust hereby consents to such assignment, transfer, conveyance and set-over and to such assumption of all of the covenants, liabilities, duties and obligations arising out of, under and in connection with the Fund Related Agreements. Except as otherwise provided herein, this Agreement shall not be construed to modify, terminate or merge any rights any party to any Fund Related Agreement has pursuant to the terms thereof, and the parties to this Agreement each confirm that the transfer and assumption contemplated by this Agreement shall be effected through the execution of this Agreement and the execution of new Advisory Agreements, Management Agreements, Administration Agreements and Subadvisory Agreements (collectively, the New Agreements) to replace IMCO with AMCO as the counterparty to the Fund Related Agreements, effective as of the Effective Date. The parties hereto agree that the terms and conditions of each New Agreement with respect to the Trust and its Funds, including the services provided thereunder and the fees payable for the provision of such services, will be the same as those of the corresponding Fund Related Agreement listed on Schedule 1, other than those changes that are necessary to convert the agreement into a contract with AMCO; provided, however, that nothing in this Agreement shall be construed as prohibiting the parties from amending any New Agreement at any time after the Effective Date, subject to any required approvals under applicable law and the terms of the applicable New Agreement. 2.

Transfer and Assumption. As of the Effective Date, (a) IMCO hereby assigns, transfers, conveys and sets over all of its rights, title, interest, claims and entitlements in, to and under the Fund-Related Agreements to AMCO, (b) AMCO hereby (i) accepts such assignment, transfer, conveyance and set-over and (ii) assumes all of the covenants, liabilities, duties and obligations of IMCO arising out of, under and in connection with the Fund Related Agreements, and (c) the Trust hereby consents to such assignment, transfer, conveyance and set-over and to such assumption of all of the covenants, liabilities, duties and obligations arising out of, under and in connection with the Fund Related Agreements. Except as otherwise provided herein, this Agreement shall not be construed to modify, terminate or merge any rights any party to any Fund Related Agreement has pursuant to the terms thereof, and the parties to this Agreement each confirm that the transfer and assumption contemplated by this Agreement shall be effected through the execution of this Agreement and the execution of new Advisory Agreements, Management Agreements, Administration Agreements and Subadvisory Agreements (collectively, the New Agreements) to replace IMCO with AMCO as the counterparty to the Fund Related Agreements, effective as of the Effective Date. The parties hereto agree that the terms and conditions of each New Agreement with respect to the Trust and its Funds, including the services provided thereunder and the fees payable for the provision of such services, will be the same as those of the corresponding Fund Related Agreement listed on Schedule 1, other than those changes that are necessary to convert the agreement into a contract with AMCO; provided, however, that nothing in this Agreement shall be construed as prohibiting the parties from amending any New Agreement at any time after the Effective Date, subject to any required approvals under applicable law and the terms of the applicable New Agreement. 2.