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writing. In no event, however, will an amendment pursuant to this Section increase fees paid under the Agreement
<br /> unless Plan Sponsor provides written approval.
<br /> 13.6. Governing Law;Waiver of Jury Trial. To the extent not preempted by federal law,this Agreement
<br /> shall be construed and enforced in accordance with and governed by the laws of the state of Colorado, without
<br /> regard to conflict of law principles, and any claim arising under or related to this Agreement shall be subject to the
<br /> exclusive jurisdiction of the federal and state courts located in Colorado. Both parties agree to waive any right to
<br /> have a jury participate in the resolution of any dispute or claim arising out of, connected with, related to or incidental
<br /> to this Agreement to the fullest extent permitted by law.
<br /> 13.7. Force Majeure. Neither Adviser nor Plan Sponsor shall be liable to the other for any and all losses,
<br /> damages,costs, charges, counsel fees, payments, expenses or liability due to delay or interruption in performing its
<br /> obligations hereunder, and without the fault or negligence of such party, due to causes or conditions beyond its
<br /> control, including, without limitation, labor disputes, riots, war and war-like operations including acts of terrorism,
<br /> epidemics, explosions, sabotage, acts of God, civil disturbance, governmental restriction, transportation problems,
<br /> failure of power or other utilities including phones, internet disruptions, fire or other casualty, natural disasters, or
<br /> disruptions in orderly trading on any relevant exchange or market,or any other cause that is beyond the reasonable
<br /> control of either party.
<br /> 13.8. Severability. The provisions of this Agreement are severable, and if for any reason a clause,
<br /> sentence, paragraph or provision of this Agreement is determined to be invalid by a court or federal or state agency,
<br /> board or commission having jurisdiction over the subject matter thereof,such invalidity will not affect other provisions
<br /> of this Agreement that can be given effect without the invalid provision.
<br /> 13.9. Notices. The parties' execution and delivery of this Agreement, and any notices or other
<br /> communications required to be given pursuant to this Agreement may be provided by email,facsimile,electronic copies,
<br /> hand delivered,sent by overnight delivery,or by first class mail,postage prepaid,any of which shall have the same force
<br /> and effect as execution and delivery of an original; provided, however, electronic mail transmissions for purposes of
<br /> execution and delivery of the Agreement or amendments thereto must include PDF or other facsimile transmissions
<br /> clearly reproducing the manual signature of an individual duly authorized to execute such documents on behalf of
<br /> the party.
<br /> 13.10. Headings; Defined Terms; Counterparts. Section headings used in this Agreement are intended
<br /> for reference purposes only and shall not affect the interpretation of this Agreement. Unless the context requires
<br /> otherwise, capitalized terms defined in this Agreement have the meanings set forth herein for all purposes of this
<br /> Agreement including any Schedules or Exhibits. This Agreement may be executed in counterparts, each of which
<br /> shall be deemed an original, but all of which together shall constitute one and the same agreement. The parties'
<br /> execution and delivery of this Agreement by facsimile, email, or electronic copies shall have the same force and
<br /> effect as execution and delivery of an original.
<br /> 13.11. Survival. The provisions of the following sections shall survive the termination of this
<br /> Agreement: Fees & Compensation; Confidential Information; Privacy & Data Security; Liability & Indemnification;
<br /> Dispute Resolution; Governing Law; Waiver of Jury Trial; Survival; Severability; No Third-Party Beneficiaries; and
<br /> any other section that would by its context be reasonably expected to survive termination.
<br /> 13.12. Signatures/Corporate Authenticity. By signing this Agreement the parties certify that they have
<br /> read and understood it, that they agree to be bound by its terms, and that they have the authority to sign it. This
<br /> Agreement is not binding on either party until signed by both parties.
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