Section 11. Notices. This Any notice required or permitted to be given hereunder by the
Distributor to the Investment Company or by the Investment Company to the Distributor shall be deemed sufficiently given if made in writing and personally delivered or sent by electronic mail,
facsimile or registered, certified or overnight mail, postage prepaid, addressed by the party giving such notice to the other party at the last address furnished by the other party to the party giving such
notice, and unless and until changed pursuant to the foregoing provisions hereof each such notice shall be addressed to the Investment Company or the Distributor, as the case may be, at their respective
principal places of business.
Section 12. Additional Funds. In the event that the Investment Company establishes one or
more series of Shares after the effectiveness of this Agreement, such series of Shares shall become a series under this Agreement upon approval of this Agreement by the Board of the Investment Company with respect
to the series of Shares and the execution of an amended Appendix A reflecting the applicable names and terms.
Section 13. Amendments of this Agreement. This Agreement may be amended by the parties
only if such amendment is specifically approved by (i) the Board of Directors of the Investment Company, or by the vote of a majority of outstanding voting securities of the Investment Company, and (ii) a
majority of those directors of the Investment Company who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on
such approval.
Section 14. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the
applicable provisions of the Investment Company Act. To the extent the applicable law of the State of New York, or any of the provisions herein, conflict with the
applicable provisions of the Investment Company Act, the latter shall control.
Section 15. Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the Distributor and the Investment Company and supersedes any prior agreement with respect to the subject matter
hereof, whether oral or written.
(b) This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.
(c) If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.
(d) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.