Common use of Effective Period, Termination and Amendment Clause in Contracts

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated for an initial term ending three (3) years after the Final Completion Date (as hereinafter provided, such term may be amended at any time separately defined by mutual agreement the parties) (the “Initial Term”). After the expiration of the parties heretoInitial Term, this Agreement shall automatically renew for successive two-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and may be terminated by thereafter, either party by an instrument may terminate this Agreement: (i) in writing delivered or mailed, postage prepaid to the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, such termination to take effect not no sooner than thirty days (30) days after the date of such delivery failure to cure or mailing in the case of failure to establish a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, remedial plan or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Agreement pursuant to this paragraph with respect to a Fund, the Fund shall pay to the Custodian such its compensation as may be due as of the date of such termination and shall likewise reimburse Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld. During the Initial Term, in the event of: (i) a Fund's termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Fund (or its respective successor), the Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to the Fund) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph by a Fund in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Fund (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. The provisions of Section 10 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.”

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s Fund`s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s Fund`s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s Fund`s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement The Contract shall become effective as on March 1, 2011 and shall remain in full force and effect for a period of four (4) years (the date of its execution, “Initial Term”) and shall automatically continue in full force and effect after such Initial Term until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailedmail, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of the Trust has approved the initial use of a particular U.S. Securities System, System as required in each case by Rule 17f-4 under the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper SystemAct; provided further, however, that the Fund Trust shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust/Articles of Incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Trust may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency appropriate banking regulatory agency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s 's secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s 's secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s 's articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing DocumentsGOVERNING DOCUMENTS"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution and shall continue for a term of one (1) year, subject to up to two (2) automatic one (1) year renewals (collectively, the date "INITIAL TERM"), unless either party gives prior written notice to the other of its execution, shall continue in full force and effect until terminated as hereinafter intent not to renew; provided, however, that either party may terminate this Agreement without penalty upon sixty (60) days prior written notice for cause. This Agreement may be amended at any time by mutual agreement of the parties heretohereto and after the Initial Term, this Agreement shall continue in full force and may be effect until terminated by either party by an instrument in writing delivered or mailed, postage prepaid to delivering written notice the other partyparty in accordance with Section 22, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles 's Declaration of incorporationTrust, agreement Articles of trustIncorporation and By-laws, by-laws and/or registration statement (Partnership or Limited Liability Company Agreement or other governing documents, as applicable, the ("Governing DocumentsGOVERNING DOCUMENTS"); ) and further provided provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case if termination is being sought by a Fund on behalf of a termination by the Fund, Portfolio and not sooner than one hundred eighty twenty (180120) days after the date of such delivery or mailing in the case of if termination is being sought by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the no Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the such Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); , and further provided provided, that any Fund on behalf of one or more of the Fund Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable coststhe transaction costs of delivering out the securities of such applicable Portfolio to the successor custodian appointed pursuant to Section 18 of this Agreement, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldif any.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; providedPROVIDED, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular U.S. Securities System, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System; provided furtherPROVIDED FURTHER, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of with respect to a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not Fund act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereofAssistant Secretary that the Board of the Fund has approved the initial use of a particular Securities System by such Fund and the receipt of an annual certificate of the Secretary or Assistant Secretary that the Board of the Fund has reviewed any subsequent change regarding the use by such Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Fund act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board has approved the initial use of the Direct Paper System by such Fund and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of the Fund has reviewed the use by such Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation's governing documents, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund on behalf of one or more of the Funds may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of remain in full force and effect for an initial term ending September 30, 2010 (the date of its execution“Initial Term”), and thereafter shall automatically continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by unless either party terminates this Agreement by an instrument in writing delivered or mailed, postage prepaid written notice to the other party, such termination party at least 120 days prior to take effect not sooner than thirty (30) days after the date of such delivery or mailing in termination. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or either party may terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board Agreement: (i) substitute another bank in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or trust company for the Custodian by giving (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice as described above to the Custodianof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian such is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation as may be due as through the end of the date of Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund or Portfolio) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided that the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Agreement with respect to any costsother Fund or Portfolio. The provisions of Sections 4.11, expenses or disbursements specifically 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement The Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Company has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by each Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund Company shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles its Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Company may at any time by action of its Board of Directors, with respect to any Fund (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Company on behalf of each Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, execution and shall continue in full force and effect until terminated as hereinafter provided, . The parties may be amended mutually agree to amend this Agreement at any time by mutual agreement of the parties hereto, and time. Either party may be terminated by either party terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid to the other party, such the termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fundmailing, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian nor shall not Wachovia act under Section 2.9 hereof Paragraph 8 in the absence of receipt of an initial a certificate of a from the Fund’s secretary, or an assistant secretary thereof, that containing the resolution of the Board has approved regarding the initial use of a particular U.S. Securities System, Board’s determination that it is reasonable to rely on Wachovia to perform the responsibilities delegated pursuant to this Agreement to Wachovia as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use Foreign Custody Manager of the Direct Paper System; Fund, provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian Wachovia by giving notice as described above to the Custodian, Wachovia or (ii) immediately terminate this Agreement in the event the Comptroller of the appointment of Currency appoints a conservator or receiver for the Custodian by the United States Comptroller of the Currency Wachovia or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such Wachovia all compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian Wachovia for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, provided and may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the CustodianParties; provided, however however, that the Custodian shall not act under Section 2.9 hereof in with respect to the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not Fund act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Fund's Board has approved the initial use by each Portfolio of a particular Securities System, as required in each case by Rule 17f-4 under the 1940 Act, and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Fund's Board has approved the initial use by each Portfolio of the Direct Paper SystemSystem by such Portfolio; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation's organizational documents, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board (i) with respect to any Portfolio substitute another bank or trust company for the Custodian by giving notice as described above below to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. The Custodian may terminate this Agreement only if it ceases to provide, or to offer to provide, services substantially similar to those provided herein to customers that are not affiliates of the Custodian, and then only upon 180 days' prior written notice to the Fund. The Fund may terminate this Agreement at any time upon at least 30 days' prior written notice to the Custodian, except that no notice shall be necessary if the Fund terminates this Agreement as a result of any act by the Custodian that could give rise to a claim for indemnification under Article 13. Upon termination of the this Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld. 15.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s 's secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s 's secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s 's articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid prepaid, to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Sub-Custodian shall not act under Section 2.9 2.13 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Clerk or an assistant secretary thereof, Assistant Clerk that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Clerk or an Assistant Clerk that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940; and provided, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund Custodian shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, regulations or any provision of the Declarations of Trust or By-Laws of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, further, that the Fund Custodian may at any time time, by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodianof Directors, or (ii) the Trustees of the Fund, as the case may be, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Sub-Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the this Agreement, the Fund Custodian shall pay to the Sub-Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Sub-Custodian for its reasonable reimbursable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become --------------------------------------------- effective as of the date of its execution, execution and shall continue in full force and effect until terminated as hereinafter provided, . The parties may be amended mutually agree to amend this Agreement at any time by mutual agreement of the parties hereto, and time. Either party may be terminated by either party terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid to the other partyparty at the address listed in Paragraph 34, such the termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian Wachovia shall not act under Section 2.9 hereof Paragraph 8 in the absence of receipt of an initial a certificate from Customer's secretary containing the resolution of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved regarding the initial use of a particular U.S. Securities System, Board's determination that it is reasonable to rely on Wachovia to perform the responsibilities delegated pursuant to this Agreement to Wachovia as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use Foreign Custody Manager of the Direct Paper System; Trust, provided further, however, that the Fund Customer shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Customer may at any time by action of its Board (i) substitute another bank or trust company for the Custodian Wachovia by giving notice as described above to the Custodian, Wachovia or (ii) immediately terminate this Agreement in the event the Comptroller of the appointment of Currency appoints a conservator or receiver for the Custodian by the United States Comptroller of the Currency Wachovia or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund Customer shall pay to the Custodian such Wachovia all uncontested compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian termination. Termination of this Agreement shall not incur affect any costs, expenses or disbursements specifically in connection with liabilities either party owes to the other arising under this Agreement prior to such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldtermination.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending August 10, 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall renew, subject to written notice from the Funds of their intent to renew (such notice to be delivered at least ninety (90) days prior to the end of the Initial Term or the then-current term, which notice period may be amended at any time waived by mutual agreement of the parties heretoCustodian) for additional successive two-year terms (each, a “Renewal Term”), and may be terminated by either any party with respect to such party during any Renewal Term by an written instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty ninety (3090) days after the date of such delivery or mailing in mailing. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or either party may terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board Agreement: (i) substitute another bank in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or trust company for the Custodian by giving (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice as described above to the Custodianof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. In addition, a Fund may terminate this Agreement during the Initial Term and thereafter if, in such Fund’s reasonable opinion, the Custodian has not achieved one or more of the performance measures set forth in any service level document (a “Service Level Document”) that may be established in good faith by the parties, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that such Fund reasonably believes that the Custodian has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter, the Fund may, in its discretion, submit a written deficiency notice to the Custodian outlining the performance deficiencies (“Deficiency Notice”). Such Deficiency Notice shall be provided to the Custodian within 20 days of the end of such calendar quarter. After receipt of such notice, the Custodian shall present the Fund with a written plan (the “Plan”) to address the deficiencies set forth in the Deficiency Notice. Such Plan must be provided to the Fund within 30 days after receipt of the Deficiency Notice. If the Custodian fails to submit a Plan within such 30-day period, the Fund may terminate this Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Plan by notifying the Custodian in writing (“Plan Notice”) within 15 days after submission of the Plan. If the Fund fails to provide a Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Plan. In the event the Fund submits a Plan Notice rejecting the Plan, the Custodian shall submit a revised plan (“Revised Plan”) within 30 days after provision of such Plan Notice. If the Custodian fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Revised Plan by notifying the Custodian in writing (“Revised Plan Notice”) within 15 days after provision of the Revised Plan. If the Fund fails to provide a Revised Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Revised Plan. If the Fund provides a Revised Plan Notice to the Custodian that rejects the Revised Plan, the Fund may, in its discretion, terminate this Agreement upon 60 days’ written notice to the Custodian. Such termination notice must be submitted to the Custodian within 60 days after provision of the Revised Plan Notice. Upon termination of the Agreementthis Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) any Fund's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the foregoing paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian such is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation as may be due as through the end of the date of then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund or Portfolio) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided that the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Agreement with respect to any costsother Fund or Portfolio. The provisions of Sections 4.11, expenses or disbursements specifically 14 and 15 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary of the Fund that the Board of Directors of the Fund has approved the initial use of a particular Securities System by the Fund, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended, and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary of the Fund that the Board of Directors of the Fund has approved the initial use of the Direct Paper SystemSystem by the Fund; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors/Trustees of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors/Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors/Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors/Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation/Declaration of Trust, agreement of trustand further, by-laws and/or registration statement (as applicableprovided, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board of Directors/Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending August 10, 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall renew, subject to written notice from the Funds of their intent to renew (such notice to be delivered at least ninety (90) days prior to the end of the Initial Term or the then-current term, which notice period may be amended at any time waived by mutual agreement of the parties heretoCustodian) for additional successive two-year terms (each, a “Renewal Term”), and may be terminated by either any party with respect to such party during any Renewal Term by an written instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty ninety (3090) days after the date of such delivery or mailing in mailing. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or either party may terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board Agreement: (i) substitute another bank in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or trust company for the Custodian by giving (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice as described above to the Custodianof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. In addition, a Fund may terminate this Agreement during the Initial Term and thereafter if, in such Fund’s reasonable opinion, the Custodian has not achieved one or more of the performance measures set forth in any service level document (a “Service Level Document”) that may be established in good faith by the parties, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that such Fund reasonably believes that the Custodian has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter, the Fund may, in its discretion, submit a written deficiency notice to the Custodian outlining the performance deficiencies (“Deficiency Notice”). Such Deficiency Notice shall be provided to the Custodian within 20 days of the end of such calendar quarter. After receipt of such notice, the Custodian shall present the Fund with a written plan (the “Plan”) to address the deficiencies set forth in the Deficiency Notice. Such Plan must be provided to the Fund within 30 days after receipt of the Deficiency Notice. If the Custodian fails to submit a Plan within such 30-day period, the Fund may terminate this Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Plan by notifying the Custodian in writing (“Plan Notice”) within 15 days after submission of the Plan. If the Fund fails to provide a Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Plan. In the event the Fund submits a Plan Notice rejecting the Plan, the Custodian shall submit a revised plan (“Revised Plan”) within 30 days after provision of such Plan Notice. If the Custodian fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Revised Plan by notifying the Custodian in writing (“Revised Plan Notice”) within 15 days after provision of the Revised Plan. If the Fund fails to provide a Revised Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Revised Plan. If the Fund provides a Revised Plan Notice to the Custodian that rejects the Revised Plan, the Fund may, in its discretion, terminate this Agreement upon 60 days’ written notice to the Custodian. Such termination notice must be submitted to the Custodian within 60 days after provision of the Revised Plan Notice. Upon termination of the Agreementthis Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the foregoing paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian such is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation as may be due as through the end of the date of then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund or Portfolio) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided that the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Agreement with respect to any costsother Fund or Portfolio. The provisions of Sections 4.11, expenses or disbursements specifically 14 and 15 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement for an initial term ending three (3) years from the date hereof (the “Initial Term”). After the expiration of the parties heretoInitial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and may be terminated by thereafter, either party by an instrument may terminate this Agreement: (i) in writing delivered or mailed, postage prepaid to the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, such termination to take effect not sooner than thirty within forty-five (3045) days after the date days’ written notice of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodianbreach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Agreement pursuant to this paragraph with respect to any Fund, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of any Fund’s termination of this Agreement with respect to such Fund for any reason other than as set forth in the immediately preceding paragraph, the applicable Fund shall pay the Custodian such its compensation as may be due as through the end of the date of then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided that the Custodian will deliver such Fund’s securities and cash as set forth herein. Termination of this Agreement with respect to any one particular Fund shall not incur in no way affect the rights and duties under this Agreement with respect to any costsother Fund. The provisions of Sections 4.11, expenses or disbursements specifically 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending November 14, may be amended at any time by mutual agreement 2016 (the “Initial Term”). After the expiration of the parties heretoInitial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and may be terminated by thereafter, either party by an instrument may terminate this Agreement: (i) in writing delivered or mailed, postage prepaid to the event of the other party’s material breach of a material provision of this Agreement that the other party has failed to establish a remedial plan to cure that is reasonably acceptable, such termination to take effect not sooner than thirty within forty-five (3045) days after the date days’ written notice of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodianbreach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the AgreementCompany, the Fund Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor), the Company shall pay the Custodian such its compensation as may be due as through the end of the date of such termination then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall not incur survive termination of this Agreement for any costs, expenses or disbursements specifically reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian shall not with respect to the Company act under Section 2.9 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, Proper Instructions that the Board has approved the initial use of a particular U.S. Securities System by such Company and the receipt of an annual certificate that the Board has reviewed the use by the Company of such Securities System, as required in each case by Rule 17f-4 under the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper SystemInvestment Company Act; provided further, however, that the Fund Company shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the FundCompany’s articles of incorporationConstitutive Documents, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Company may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund Company shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not with respect to each Fund act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereofAssistant Secretary that the Board of each Fund has approved the initial use of a particular Securities System by each Fund, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Fund act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board has approved the initial use of the Direct Paper SystemSystem by each Fund; provided further, however, that the a Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporationits governing documents, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the a Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the each Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, as provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldherein.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement for an initial term ending 1 year from date of the parties heretoAgreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and may be terminated by thereafter, either party by an instrument may terminate this Agreement: (i) in writing delivered or mailed, postage prepaid to the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, such termination to take effect not sooner than thirty (30) days after the date within 60 days’ written notice of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodianbreach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Agreement pursuant to this paragraph, the Fund Trust shall pay the Administrator its compensation due and shall reimburse the Administrator for its costs, expenses and disbursements. In the event of: (i) the Trust's termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Custodian such Trust (or its successor), the Trust shall pay the Administrator its compensation as may be due as through the end of the date of such termination then-current term (based upon the average monthly compensation previously earned by the Administrator with respect to the Trust) and shall likewise reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. For the avoidance of doubt, provided that no payment will be required pursuant to clause (ii) of this paragraph in the Custodian shall not incur event of any coststransaction such as a merger of the Trust or the consolidation of the Trust with another entity, expenses the sale by the Trust of all or disbursements specifically substantially all of its assets to another entity, or the liquidation or dissolution of the Trust and distribution of the Trust’s assets, in connection with such termination unless it has received prior approval from each case where the Fund, such approval not Administrator is retained to continue providing services to the Trust (or its respective successor) on substantially the same terms as this Agreement. This Agreement may be unreasonably withheldamended at any time in writing by mutual agreement of the parties hereto.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 L of Article II hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust or the Fund’s articles of incorporation's By-Laws, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller Federal Deposit Insurance Corporation or Commissioner of Banks for the Currency Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending November 14, may be amended at any time by mutual agreement 2014 (the “Initial Term”). After the expiration of the parties heretoInitial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and may be terminated by thereafter, either party by an instrument may terminate this Agreement: (i) in writing delivered or mailed, postage prepaid to the event of the other party’s material breach of a material provision of this Agreement that the other party has failed to establish a remedial plan to cure that is reasonably acceptable, such termination to take effect not sooner than thirty within forty-five (3045) days after the date days’ written notice of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodianbreach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the AgreementCompany, the Fund Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor), the Company shall pay the Custodian such its compensation as may be due as through the end of the date of such termination then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall not incur survive termination of this Agreement for any costs, expenses or disbursements specifically reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery deliver or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian shall not act under Section 2.9 2.11 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, the Secretary that the Board of Managers of the Fund has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary that the Board of Managers has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, as amended and that the Custodian shall not act under Section 2.10 2.11.A hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, the Secretary that the Board of Managers has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary that the Board of Managers has reviewed the used by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement and (as applicable, the "Governing Documents"); and further provided b) that the Fund may at any time by action of its Board of Managers (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System by the Fund, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to the Fund act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper SystemSystem by the Fund; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty one hundred twenty (30120) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Agreement and Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Trust of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund Trust shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement and (as applicable, the "Governing Documents"); and further provided b) that the Fund Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, Custodian or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending August 1, may be amended at any time by mutual agreement 2020 (the “Initial Term”). After the expiration of the parties heretoInitial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and may be terminated by thereafter, either party by an instrument may terminate this Agreement: (i) in writing delivered or mailed, postage prepaid to the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, such termination to take effect not sooner than thirty (30) days after the date within 60 days’ written notice of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodianbreach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction; in addition, after the Initial Term, either party may terminate this Agreement upon giving ninety (90) days’ prior written notice or such shorter period as is mutually agreed upon by the parties. Upon termination of the Agreementthis Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian such is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation as may be due as through the end of the date of Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund or Portfolio) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to this paragraph after the Initial Term or in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Agreement with respect to any costsother Fund or Portfolio. The provisions of Sections 4.11, expenses or disbursements specifically 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to Jxxxxxx Credit Opportunities Fund only, this Agreement shall become effective as remain in full force and effect for an initial 2-year term ending September 30, 2025 (the “Initial Term”). During the Initial Term, either Jxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement: (i) in the event of the date other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to Jxxxxxx Credit Opportunities Fund, Jxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Information Classification: Limited Access In the event of: (i) Jxxxxxx Credit Opportunities Fund’s termination of this Agreement prior to the end of the Initial Term with respect to Jxxxxxx Credit Opportunities Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to Jxxxxxx Credit Opportunities Fund (or its respective successor), Jxxxxxx Credit Opportunities Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to Jxxxxxx Credit Opportunities Fund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver Jxxxxxx Credit Opportunities Fund’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of Jxxxxxx Credit Opportunities Fund and distribution of Jxxxxxx Credit Opportunities Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Jxxxxxx Credit Opportunities Fund is no longer viable, (b) a merger of Jxxxxxx Credit Opportunities Fund into, or the consolidation of Jxxxxxx Credit Opportunities Fund with, another entity, or (c) the sale by Jxxxxxx Credit Opportunities Fund of all, or substantially all, of its executionassets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to Jxxxxxx Credit Opportunities Fund (or its respective successor) on substantially the same terms as this Agreement. After the Initial Term outlined hereinabove has been satisfied, the following language in this Section 18 shall apply with respect to Jxxxxxx Credit Opportunities Fund. Except as provided in the preceding three paragraphs with respect to the Jxxxxxx Credit Opportunities Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and . The Agreement may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty ninety (3090) days after the date of such delivery or mailing in mailing. Notwithstanding the case of a termination by the Fundforegoing, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may be terminated at any time by action upon mutual written agreement of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate parties hereto. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the event rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 16 and 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldparties hereto.”

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its executionset forth below, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto in writing and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30i) days after the date of such delivery or mailing in the case of a termination by the Fund, and a Portfolio not sooner than one hundred eighty (180) days after the date of such delivery or mailing or (ii) in the case of termination by the CustodianCustodian not sooner than one hundred twenty (120) days after the date of such delivery or mailing, except that, in the event of a breach of this Contract on the part of the Fund, such termination shall not take effect sooner than sixty (60) days thereafter; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of not, with respect to a Fund’s secretaryPortfolio, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereofAssistant Secretary that the Board has approved the initial use of a particular Securities System by such Portfolio, as required by Rule 17f-4 under the 1940 Act and that the Custodian shall not, with respect to a Portfolio, act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board has approved the initial use of the Direct Paper SystemSystem by such Portfolio; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporationCharter, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its the Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, Custodian or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency relevant Federal or State agency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Contract, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its Custodian's reasonable out-of-pocket costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with therewith, such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldconducted in a professional and businesslike manner.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, as amended and that the Custodian shall not act under Section 2.10 2.12A hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, execution and shall continue in full force and effect until terminated as hereinafter provided, . The parties may be amended mutually agree to amend this Agreement at any time by mutual agreement of the parties hereto, and time. Either party may be terminated by either party terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid to the other party, such the termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian Wachovia shall not act under Section 2.9 hereof Paragraph 18 in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of the Fund has approved the initial use of a particular U.S. Securities Depository or Book-Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board has reviewed the Fund's use of the Securities Depository and/or Book-Entry System, as required by Rule 17f-4 under the 1940 Act or any applicable Rule thereunderrequires, and that the Custodian nor shall not Wachovia act under Section 2.10 hereof Paragraph 8 in the absence of receipt of an initial a certificate from the Fund's secretary containing the resolution of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved regarding the initial use Board's determination that it is reasonable to rely on Wachovia to perform the responsibilities delegated pursuant to this Agreement to Wachovia as Foreign Custody Manager of the Direct Paper System; Fund, provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian Wachovia by giving notice as described above to the Custodian, Wachovia or (ii) immediately terminate this Agreement in the event the Comptroller of the appointment of Currency appoints a conservator or receiver for the Custodian by the United States Comptroller of the Currency Wachovia or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such Wachovia all compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian Wachovia for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 L of Article II hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as remain in full force and effect for an initial term ending October 31, 2012 (the “Initial Term”). After the expiration of the date of its executionInitial Term, this Agreement shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty one hundred and twenty (30120) days after the date of such delivery or mailing in delivery. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or either party may terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board Agreement: (i) substitute another bank in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or trust company for the Custodian by giving (b) failed to establish a remedial plan to cure that is reasonable acceptable, within sixty (60) days’ written notice as described above to the Custodianof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian such is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation as may be due as through the end of the date of then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund or Portfolio) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity in each of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Agreement with respect to any costsother Fund or Portfolio. The provisions of Section 4.11 (Tax Law), expenses or disbursements specifically 13 (Compensation of Custodian) and 14 (Responsibility of Custodian) of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until it has been terminated as hereinafter provided, in accordance with this Section 13. Neither this Agreement nor any terms hereof may be amended at any time by mutual agreement of the parties heretoamended, and may be terminated by either party by an instrument in writing delivered supplemented or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty modified (30except as otherwise expressly provided herein) days after the date of such delivery or mailing in the case of a termination except as mutually agreed by the FundBorrower, the Managing Member and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian. The Managing Member or the Custodian may terminate this Agreement for any reason upon not less than 30 days’ prior written notice to each other party hereto; provided, however provided that no termination of this Agreement by the Custodian shall not act under Section 2.9 hereof in be effective until the absence of receipt of an initial certificate of Managing Member shall have appointed a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, successor Custodian and that the Custodian such successor shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemhave accepted such appointment; provided furtherprovided, however, that if the Fund Managing Member shall fail to appoint a successor Custodian or such successor has not amend or terminate this Agreement in contravention accepted its appointment within 90 days after notice of termination from the Custodian, then the Custodian may petition any applicable federal or state regulationscourt of competent jurisdiction for the appointment of a successor Xxxxxxxxx, or any provision of the Fund’s articles of incorporationand further, agreement of trustprovided, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund Managing Member may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the this Agreement, the Fund Borrower shall pay and reimburse to the Custodian all Fees, Costs and Expenses and indemnities to the extent incurred or arising, or relating to events occurring, before the termination of this Agreement when cash is available in the Investment Account to pay such compensation Fees or Costs and Expenses (in both cases, as may be due as of provided in the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses Fee Letter) or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldindemnities.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, Custodian and the Fund and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary of the Fund that the Board of Directors of the Fund has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of such Secretary or an Assistant Secretary that the Board of Directors has reviewed the use of the Fund of such Securities System, as required by Rule 17f-4 under the 1940 Act or any applicable Rule thereunderAct, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation or By-Laws, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldas contemplated by this Contract.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. 12. Successor Custodian If a successor custodian shall be appointed by the Board of Directors of the Fund, provided the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Directors of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not incur any costsless than $25,000,000, expenses or disbursements specifically in connection with all securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Contract and to transfer to an account of such termination unless it has received prior approval from successor custodian all of the Fund's securities held in any Securities System. Thereafter, such approval not bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be unreasonably withheldentitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. 13.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 L of Article II hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust or the Fund’s articles of incorporation's By-Laws, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller Federal Deposit Insurance Corporation or Commissioner of Banks for the Currency Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of with respect to a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not Fund act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Trust has approved the initial use of a particular Securities System by such Fund and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by such Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Fund act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System by such Fund and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by such Fund of the Direct Paper System; provided further, however, that the Fund Trust shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state estate regulations, or any provision of the FundTrust’s articles Declaration of incorporationTrust or By-laws, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Trust on behalf of one or more of the Funds may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.or

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 3.3 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has approved the initial use of a particular U.S. Securities System, as required by Rule 17f-4 under the 1940 Act or any applicable Rule thereunderAct, and that the Custodian shall not act under Section 2.10 3.4 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation's charter or other organizational documents, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 L of Article II hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal federal, state or state other jurisdictional regulations, or any provision of the Declaration of Trust or the Fund’s articles of incorporation's By-Laws, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller Federal Deposit Insurance Corporation or Commissioner of Banks for the Currency Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 .12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, as amended and that the Custodian shall not act under Section 2.10 2.12A hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its executionexecution and, unless terminated earlier as provided within this section, shall continue in full force and effect until terminated as hereinafter providedfor two years (“Initial Term”). After the Initial Term, and upon annual Board approval, this Agreement shall remain in effect for subsequent one-year term(s) (“Subsequent Term”). This Agreement may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the a Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the such Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); , and further provided provided, that any Fund on behalf of one or more of the Fund Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of remain in full force and effect for an initial term ending December 31, 2017 (the date of its execution“Initial Term”), and thereafter shall automatically continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by unless either party terminates this Contract by an instrument in writing delivered or mailed, postage prepaid written notice to the other party, such termination to take effect not sooner than thirty party at least one hundred and twenty (30120) days after prior to the date of such delivery or mailing in termination. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or either party may terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board Contract: (i) substitute another bank in the event of the other party’s material breach of a material provision of this Contract that the other party has either (a) failed to cure or trust company for the Custodian by giving (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice as described above to the Custodianof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. In addition, any Fund or Portfolio may terminate this Contract effective as of December 31, 2014 or December 31, 2016 (or in each case such later date as may be agreed to by such Fund or Portfolio and the Custodian) in the event the Custodian does not meet the service relationship goals for such early termination events agreed to in writing by the Custodian and each Fund. Upon termination of the Agreementthis Contract pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay to Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements through the Custodian such compensation as may be due as of the effective date of such event-driven termination. During the Initial Term, in the event of: (i) any Fund's termination and of this Contract with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursementsdisbursements and pay the Custodian such Fund or Portfolio’s compensation due through the effective date of such early termination, provided plus such amounts as may be agreed upon in writing by the parties from time to time. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of the immediately preceding paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Contract. Termination of this Contract pursuant to the immediately preceding paragraph by any Fund or Portfolio prior to the expiration of the Initial Term shall not incur require written notice to the Custodian at least six (6) months prior to the effective date of termination. Termination of this Contract with respect to any costsone particular Fund or Portfolio shall in no way affect the rights and duties under this Contract with respect to any other Fund or Portfolio. The provisions of Sections 4.11, expenses or disbursements specifically 12 and 13 of this Contract shall survive termination of this Contract for any reason. This Contract may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 3.3 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has approved the initial use of a particular U.S. Securities System, as required by Rule 17f-4 under the 1940 Act or any applicable Rule thereunderAct, and that the Custodian shall not act under Section 2.10 3.4 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation's charter or other organizational documents, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld. Section 14.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of remain in full force and effect for an initial term ending December 31, 2011 (the date of its execution“Initial Term”), and thereafter shall automatically continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by unless either party terminates this Agreement by an instrument in writing delivered or mailed, postage prepaid written notice to the other party, such termination party at least 120 days prior to take effect not sooner than thirty (30) days after the date of such delivery or mailing in termination. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or either party may terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board Contract: (i) substitute another bank in the event of the other party’s material breach of a material provision of this Contract that the other party has either (a) failed to cure or trust company for the Custodian by giving (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice as described above to the Custodianof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Contract pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s termination of this Contract with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian such is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation as may be due as through the end of the date of Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund or Portfolio) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided that the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Contract. Termination of this Contract with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Contract with respect to any costsother Fund or Portfolio. The provisions of Sections 4.11, expenses or disbursements specifically 12 and 13 of this Contract shall survive termination of this Contract for any reason. This Contract may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to Jxxxxxx Credit Opportunities Fund only, this Agreement shall become effective as remain in full force and effect for an initial 2-year term ending September 30, 2025 (the “JCOF Initial Term”). With respect to Jxxxxxx Real Assets Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending February 29, 2026 (the “JRAF Initial Term”). During the JCOF Initial Term, either Jxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement and during the JRAF Initial Term, either Jxxxxxx Real Assets Fund or the Custodian may terminate this Agreement: (i) in the event of the date other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to Jxxxxxx Credit Opportunities Fund, Jxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Upon termination of this Agreement pursuant to this paragraph with respect to Jxxxxxx Real Assets Fund, Jxxxxxx Real Assets Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Information Classification: Limited Access In the event of: (i) Jxxxxxx Credit Opportunities Fund's or Jxxxxxx Real Asset Fund’s termination of this Agreement prior to the end of the JCOF Initial Term with respect to Jxxxxxx Credit Opportunities Fund or prior to the end of the JRAF Initial Term with respect to Jxxxxxx Real Assets Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to Jxxxxxx Credit Opportunities Fund (or its respective successor) or to Jxxxxxx Real Assets Fund (or its respective successor), Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund, as applicable, shall pay the Custodian its compensation due through the end of the JCOF Initial Term or the JRAF Initial Term, as applicable, (based upon the average monthly compensation previously earned by Custodian with respect to Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund, as applicable) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver Jxxxxxx Credit Opportunities Fund’s or Jxxxxxx Real Asset Fund’s securities and cash as applicable and set forth hereinbelow. For the avoidance of doubt, and with respect to either Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund, no payment will be required pursuant to clause (ii) of this paragraph in the event of any applicable transaction such as (a) the liquidation or dissolution of Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund and applicable distribution of Jxxxxxx Credit Opportunities Fund’s or Jxxxxxx Real Assets Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund is no longer viable, (b) a merger of Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund into, or the consolidation of Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund with, another entity, or (c) the sale by Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund of all, or substantially all, of its executionassets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to Jxxxxxx Credit Opportunities Fund (or its respective successor) or to Jxxxxxx Real Assets Fund (or its respective successor), as applicable, on substantially the same terms as this Agreement. After the JCOF Initial Term and JRAF Initial Term outlined hereinabove have been satisfied, respectively, the following language in this Section 18 shall apply with respect to Jxxxxxx Credit Opportunities Fund and Jxxxxxx Real Assets Fund. Except as provided in the preceding three paragraphs with respect to the Jxxxxxx Credit Opportunities Fund and Jxxxxxx Real Assets Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and . The Agreement may be terminated by either any party by an instrument in writing delivered or mailed, postage prepaid to the other partyparties, such termination to take effect not sooner than thirty ninety (3090) days after the date of such delivery or mailing in mailing. Notwithstanding the case of a termination by the Fundforegoing, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may be terminated at any time by action upon mutual written agreement of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate parties hereto. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the event rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 16 and 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldparties hereto.”

Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to Xxxxxxx Credit Opportunities Fund only, this Agreement shall become effective as remain in full force and effect for an initial 2-year term ending September 30, 2025 (the “Initial Term”). During the Initial Term, either Xxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement: (i) in the event of the date other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to Xxxxxxx Credit Opportunities Fund, Xxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Information Classification: Limited Access In the event of: (i) Xxxxxxx Credit Opportunities Fund's termination of this Agreement prior to the end of the Initial Term with respect to Xxxxxxx Credit Opportunities Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to Xxxxxxx Credit Opportunities Fund (or its respective successor), Xxxxxxx Credit Opportunities Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to Xxxxxxx Credit Opportunities Fund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver Xxxxxxx Credit Opportunities Fund’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of Xxxxxxx Credit Opportunities Fund and distribution of Xxxxxxx Credit Opportunities Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Xxxxxxx Credit Opportunities Fund is no longer viable, (b) a merger of Xxxxxxx Credit Opportunities Fund into, or the consolidation of Xxxxxxx Credit Opportunities Fund with, another entity, or (c) the sale by Xxxxxxx Credit Opportunities Fund of all, or substantially all, of its executionassets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to Xxxxxxx Credit Opportunities Fund (or its respective successor) on substantially the same terms as this Agreement. After the Initial Term outlined hereinabove has been satisfied, the following language in this Section 18 shall apply with respect to Xxxxxxx Credit Opportunities Fund. Except as provided in the preceding three paragraphs with respect to the Xxxxxxx Credit Opportunities Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and . The Agreement may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty ninety (3090) days after the date of such delivery or mailing in mailing. Notwithstanding the case of a termination by the Fundforegoing, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may be terminated at any time by action upon mutual written agreement of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate parties hereto. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the event rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 16 and 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldparties hereto.”

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, as amended and that the Custodian shall not act under Section 2.10 2.12A hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of with respect to a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not Fund act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereofAssistant Secretary that the Board of the Fund has approved the initial use of a particular Securities System by such Fund and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of the Fund has reviewed any subsequent change regarding the use by such Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Fund act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board has approved the initial use of the Direct Paper System by such Fund and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of the Fund has reviewed the use by such Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation's governing documents, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund on behalf of one or more of the Funds may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular U.S. Securities System, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until it has been terminated as hereinafter provided, in accordance with this Section 13. Neither this Agreement nor any terms hereof may be amended at any time by mutual agreement of the parties heretoamended, and may be terminated by either party by an instrument in writing delivered supplemented or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty modified (30except as otherwise expressly provided herein) days after the date of such delivery or mailing in the case of a termination except as mutually agreed by the FundBorrower, the Managing Member and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian. The Managing Member or the Custodian may terminate this Agreement for any reason upon not less than 30 days’ prior written notice to each other party hereto; provided, however provided that no termination of this Agreement by the Custodian shall not act under Section 2.9 hereof in be effective until the absence of receipt of an initial certificate of Managing Member shall have appointed a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, successor Custodian and that the Custodian such successor shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemhave accepted such appointment; provided furtherprovided, however, that if the Fund Managing Member shall fail to appoint a successor Custodian or such successor has not amend or terminate this Agreement in contravention accepted its appointment within 90 days after notice of termination from the Custodian, then the Custodian may petition any applicable federal or state regulationscourt of competent jurisdiction for the appointment of a successor Custodian, or any provision of the Fund’s articles of incorporationand further, agreement of trustprovided, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund Managing Member may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the this Agreement, the Fund Borrower shall pay and reimburse to the Custodian all Fees, Costs and Expenses and indemnities to the extent incurred or arising, or relating to events occurring, before the termination of this Agreement when cash is available in the Investment Account to pay such compensation Fees or Costs and Expenses (in both cases, as may be due as of provided in the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses Fee Letter) or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldindemnities.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in with respect to the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not Fund act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees has approved the initial use of a particular Securities System by the Fund, as required by Rule 17f-4 under the Investment Company Act and that the Custodian shall not with respect to the Fund act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper SystemSystem by the Fund; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its the Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, Custodian or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian The Chase Manhattan Bank shall not act under Section 2.9 8 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular U.S. Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian The Chase Manhattan Bank by giving notice as described above to the CustodianThe Chase Manhattan Bank, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian The Chase Manhattan Bank by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian The Chase Manhattan Bank such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian The Chase Manhattan Bank for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has of Directors of the Fund have approved the initial use of a particular U.S. Securities System, as required by System and the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial annual certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has approved of Directors have reviewed the initial use by the Fund of such Securities System as required, in each case, by Rule 17f-4 under the Direct Paper SystemInvestment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, execution and shall continue in full force and effect until terminated as hereinafter provided, . The parties may be amended mutually agree to amend this Agreement at any time by mutual agreement of the parties hereto, and time. Either party may be terminated by either party terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid to the other party, such the termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian First Union shall not act under Section 2.9 hereof Paragraph 18 in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of the Fund has approved the initial use of a particular U.S. Securities Depository or Book-Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board has reviewed the Fund's use of the Securities Depository and/or Book-Entry System, as required by Rule 17f-4 under the 1940 Act or any applicable Rule thereunderrequires, and that the Custodian nor shall not First Union act under Section 2.10 hereof Paragraph 8 in the absence of receipt of an initial a certificate from the Fund's secretary containing the resolution of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved regarding the initial use Board's determination that it is reasonable to rely on First Union to perform the responsibilities delegated pursuant to this Agreement to First Union as Foreign Custody Manager of the Direct Paper System; Fund, provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian First Union by giving notice as described above to the Custodian, First Union or (ii) immediately terminate this Agreement in the event the Comptroller of the appointment of Currency appoints a conservator or receiver for the Custodian by the United States Comptroller of the Currency First Union or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such First Union all compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian First Union for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its executionset forth below, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto in writing and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30i) days after the date of such delivery or mailing in the case of a termination by the Fund, and Fund not sooner than one hundred eighty (180) days after the date of such delivery or mailing or (ii) in the case of termination by the CustodianCustodian not sooner than one hundred twenty (120) days after the date of such delivery or mailing, except that, in the event of a breach of this Contract on the part of the Fund, such termination shall not take effect sooner than sixty (60) days thereafter; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has approved the initial use of a particular Securities System as required by Rule 17f-4 under the 1940 Act and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporationCharter, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its the Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, Custodian or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency relevant Federal or State agency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its Custodian's reasonable out-of-pocket costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with therewith, such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldconducted in a professional and businesslike manner.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid prepaid, to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Sub-Custodian shall not act under Section 2.9 2.13 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Clerk or an assistant secretary thereof, Assistant Clerk that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Clerk or an Assistant Clerk that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940; and provided, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund Custodian shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, regulations or any provision of the Declarations of Trust or By-Laws of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, further, that the Fund Custodian may at any time time, by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodianof Directors, or (ii) the Trustees of the Fund, as the case may be, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Sub-Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the this Agreement, the Fund Custodian shall pay to the Sub-Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Sub- Custodian for its reasonable reimbursable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either any party by an instrument in writing delivered or mailed, certified and postage prepaid to the other partyparties, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the a Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles its Declaration of incorporationTrust, agreement of trustand further, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund Funds may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) their respective Boards of Trustees immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. This Contract may be terminated as to one or more Funds (but less than all Funds) by delivery of an amended Schedule A pursuant to this Article 7. The execution and delivery of a termination letter with an amended Schedule A which deleted one or more Funds shall constitute a termination of this Contract only with respect to such deleted Fund(s) but shall not affect this Contract with respect to any other Fund. In addition, this Contract shall terminate with respect to a Fund upon the effective date of the termination of such Fund's Custodian Agreement with Brown Brothers by which such Brown Brothers ceases to serve as the cuxxxxxan for the securities, cxxx xnd other assets of the Fund; the Funds shall notify the Custodian of such termination promptly. In the event that Janus Adviser desires to add one or more Funds to this Contract, with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, which notice shall include an amended Appendix A, and if the Custodian agrees in writing to provide such services, such new Fund or Funds become subject to this Contract. Appendix A also may be amended from time to time to delete one or more Funds, by the Fund's delivery of an amended Appendix A to the Custodian. Upon termination of the Agreementthis Contract, the Fund Funds shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretaryhowever, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual written agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of the Corporation has approved the initial use of a particular U.S. Securities SystemSystem as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemamended; provided further, however, that the Fund Corporation shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Corporation may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. This Contract may not be assigned by one party without the written consent of the other party; such assignment to take effect not sooner than sixty (60) days after the date of the written consent. Upon termination of the AgreementContract, the Fund Corporation shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular Securities System and the Direct Paper receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, further however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, regulation or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated for an initial term ending December 31, 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than one hundred and twenty (120) days prior to the expiration of the Initial Term or any Renewal Term, as hereinafter providedthe case may be. During the Initial Term and thereafter, this Agreement may be amended at any time terminated only by provision of a notice of nonrenewal as set forth above or by mutual written agreement of the parties heretoparties. Notwithstanding the preceding sentence, and may be terminated by either party may terminate this agreement by an instrument in writing delivered or mailed, postage prepaid providing one hundred and twenty (120) days written notice to the other party, such termination party in any of the following circumstances: (a) a material breach (including non-payment of fees or expenses by any Fund) of this Agreement by the party to take effect be terminated that has not sooner than been remedied for thirty (30) days after the date following written notice of such delivery breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or mailing administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the case conduct of a termination its business; or (c) financial difficulties on the part of the party to be terminated which are evidenced by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery authorization or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretarycommencement of, or an assistant secretary thereofinvolvement by way of pleading, that answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the Board has approved the initial use of a particular U.S. Securities SystemUnited States Code, as required by the 1940 Act from time to time is in effect, or any applicable Rule thereunderlaw, and that other than said Title 11, of any jurisdiction relating to the Custodian shall not act under Section 2.10 hereof in liquidation or reorganization of debtors or to the absence modification or alteration of receipt the rights of an initial certificate of a Fund’s secretarycreditors, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (id) substitute another bank or trust company for the Custodian by giving notice as described above solely with respect to the Custodian, or that it (i) shall have ceased to be qualified as a custodian under the 1940 Act, (ii) shall be indicted for a crime, or shall suffer any other material adverse change in its conditions, operations or professional reputation that is determined by the Fund in its reasonable discretion to threaten the continuing performance of services hereunder or the reputation of the Fund. In addition, this agreement may be terminated by any Fund immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Agreement pursuant to this Section with respect to any Fund or Portfolio, the applicable Fund shall pay to the Custodian such its compensation as may be due as of through the date of such termination and shall likewise reimburse Custodian for its costs, expenses and disbursements through the date of such termination. In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, provided that the Custodian Fund has provided one hundred and twenty (120) days prior written notice of termination to the Custodian, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and the distribution of such Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity. Termination of this Agreement with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Agreement with respect to any costsother Fund or Portfolio. The provisions of Sections 2.13, expenses or disbursements specifically 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular Securities System and the Direct Paper receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, fur [COPY MISSING] however, that the Fund shall not amend or terminate this Agreement C [COPY MISSING] in contravention of any applicable federal or state regulations, regulation or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its executionMay 19, 1997, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors/Trustees of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors/Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors/Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors/Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation/Declaration of Trust, agreement of trustand further, by-laws and/or registration statement (as applicableprovided, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board of Directors/Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. C-41 Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.10 hereof in In the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has of Directors of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii1i) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board Trustees of the Fund has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement the Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time anytime by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldas contemplated by this Contract.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 L of Article II hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. jurisdiction Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular U.S. Securities System, System as required by Rule 17f-4 under the 1940 Investment Fund Act or any applicable Rule thereunderof 1940, as amended and that the Custodian shall not act under Section 2.10 2.13 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company Fund for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, as amended and that the Custodian shall not act under Section 2.10 2.12A hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending October 31, 2011 (the “Initial Term’’), and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Contract shall automatically renew for additional successive one-year terms (each, a “Renewal Term”), and may be terminated by either party during any Renewal Term by an written instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in mailing. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board immediately terminate this Contract in the event of: (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction, (ii) the material breach by the Custodian of a material provision of this Contract which State Street has either (1) failed to cure or (2) failed to establish a remedial plan to cure that is reasonably acceptable to the Fund within 30 days’ written notice of such breach, (iii) the finding by a U.S. governmental or regulatory authority that the Custodian has violated material provisions of federal or state laws applicable to the Custodian in its capacity as a custodian and such violation materially affects the Custodian’s performance of the services provided hereunder, and/or (iv) a change of control of the Custodian, such as through an acquisition, merger or similar transaction, which change of control the Fund reasonably believes threatens the Custodian’s or its successor/surviving entity’s continuing performance of the services provided hereunder, provided, however, this clause (iv) shall not apply to transactions involving successor/surviving entities controlled by, under common control with or controlling the Custodian. The Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s Declaration of Trust. Upon termination of the Agreementthis Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.”

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System by the Fund, as required by Rule 17f-4 under the 1940 Act and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper SystemSystem by the Fund; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective with respect to Xxxxxx Xxxxxxx Tax Exempt Money Fund as of the date of its executionexecution and with respect to any additional Fund(s) as provided in Section 12, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party with respect to any Fund by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Trust have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Trust of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund Trust shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Agreement and Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Trust may at any time by action of its Board Trustees (i) substitute another bank or trust company as Custodian for the Custodian any Fund by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending August 10, 2014 (the "INITIAL TERM"). After the expiration of the Initial Term, this Agreement shall renew, subject to written notice from the Funds of their intent to renew (such notice to be delivered at least ninety (90) days prior to the end of the Initial Term or the then-current term, which notice period may be amended at any time waived by mutual agreement of the parties heretoCustodian) for additional successive two-year terms (each, a "RENEWAL TERM"), and may be terminated by either any party with respect to such party during any Renewal Term by an written instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty ninety (3090) days after the date of such delivery or mailing in mailing. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or either party may terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board Agreement: (i) substitute another bank in the event of the other party's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or trust company for the Custodian by giving (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days' written notice as described above to the Custodianof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. In addition, a Fund may terminate this Agreement during the Initial Term and thereafter if, in such Fund's reasonable opinion, the Custodian has not achieved one or more of the performance measures set forth in any service level document (a "SERVICE LEVEL DOCUMENT") that may be established in good faith by the parties, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that such Fund reasonably believes that the Custodian has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter, the Fund may, in its discretion, submit a written deficiency notice to the Custodian outlining the performance deficiencies ("DEFICIENCY NOTICE"). Such Deficiency Notice shall be provided to the Custodian within 20 days of the end of such calendar quarter. After receipt of such notice, the Custodian shall present the Fund with a written plan (the "PLAN") to address the deficiencies set forth in the Deficiency Notice. Such Plan must be provided to the Fund within 30 days after receipt of the Deficiency Notice. If the Custodian fails to submit a Plan within such 30- day period, the Fund may terminate this Agreement upon 60 days' written notice to the Custodian. The Fund, in its discretion, may accept or reject the Plan by notifying the Custodian in writing ("PLAN NOTICE") within 15 days after submission of the Plan. If the Fund fails to provide a Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Plan. In the event the Fund submits a Plan Notice rejecting the Plan, the Custodian shall submit a revised plan ("REVISED PLAN") within 30 days after provision of such Plan Notice. If the Custodian fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days' written notice to the Custodian. The Fund, in its discretion, may accept or reject the Revised Plan by notifying the Custodian in writing ("REVISED PLAN NOTICE") within 15 days after provision of the Revised Plan. If the Fund fails to provide a Revised Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Revised Plan. If the Fund provides a Revised Plan Notice to the Custodian that rejects the Revised Plan, the Fund may, in its discretion, terminate this Agreement upon 60 days' written notice to the Custodian. Such termination notice must be submitted to the Custodian within 60 days after provision of the Revised Plan Notice. Upon termination of the Agreementthis Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) any Fund's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the foregoing paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian such is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation as may be due as through the end of the date of then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund or Portfolio) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided that the Custodian will deliver such Fund's or Portfolio's securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund's or Portfolio's assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Agreement with respect to any costsother Fund or Portfolio. The provisions of Sections 4.11, expenses or disbursements specifically 14 and 15 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 L of Article II hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Directors of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Directors have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporationCharter or the Funds By-Laws, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller Federal Deposit Insurance Corporation or Commissioner of Banks for the Currency Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty ninety (3090) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, as amended and that the Custodian shall not act under Section 2.10 2.12A hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) 90 days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, -------- however that the Custodian or a U.S. Sub-Custodian shall not act deposit or maintain Fund Assets under Section 2.9 hereof 4.11 in the absence of receipt of an initial certificate certification of a Fund’s secretary, or an assistant secretary thereof, that approval by the Board has approved Supervisors [and governing body of the initial Fund Entity] of the use of a particular U.S. Securities System, as required by System or of any change to the 1940 Act or any applicable Rule thereunder, and that arrangement for the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper U.S. Securities System; provided further, however, that the [Fund Entity] shall not amend or ---------------- terminate this Agreement in contravention of any applicable federal or state regulationslaw, or any provision of the Fund’s articles of incorporation[Fund Entity's] [Organizational Documents], agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the [Fund Entity] on behalf of each Fund may at any time by action with the approval of its Board the Supervisors [and governing body of the Fund Entity] (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency by, or upon the happening of a like event at the direction of of, an appropriate regulatory agency or court of competent jurisdiction. The [Fund Entity] agrees that it will amend this Agreement only with the consent or action of all Spoke Funds whose Account Balances in the aggregate equal more than 50% of the sum of all Account Balances in the Global Hub Portfolio. Upon termination of the Agreement, the [Fund Entity] shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like hike event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as as. may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided . To the extent that the Custodian shall not incur any costsmaintains records required by Section 31 of the Investment Company Act of 1940, expenses or disbursements specifically in connection with as amended, and the rules thereunder, that Custodian agrees that all such termination unless it has received prior approval records and those records that the Fund and the Custodian agree from time to time are the records of the Fund, will be preserved, maintained at the expense of the Fund and made available in accordance with such approval not Rules and agreement and will be surrendered promptly to the Fund at its request. Records surrendered hereunder shall be unreasonably withheldin machine readable form, except to the extent that the Custodian has maintained such a record only in paper form.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of remain in full force and effect for an initial term ending April 15, 2014 (the date of its execution“Initial Term”), and thereafter shall automatically continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by unless either party terminates this Agreement by an instrument in writing delivered or mailed, postage prepaid written notice to the other party, such termination party at least 120 days prior to take effect not sooner than thirty (30) days after the date of such delivery or mailing in termination. During the case of a termination by the FundInitial Term and thereafter, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or either party may terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board Contract: (i) substitute another bank in the event of the other party’s material breach of a material provision of this Contract that the other party has either (a) failed to cure or trust company for the Custodian by giving (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice as described above to the Custodianof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency other party or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreementthis Contract pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s termination of this Contract with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian such is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation as may be due as through the end of the date of Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such termination Fund or Portfolio) and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, provided that the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth herein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Contract. Termination of this Contract with respect to any one particular Fund or Portfolio shall not incur in no way affect the rights and duties under this Contract with respect to any costsother Fund or Portfolio. The provisions of Sections 4.11, expenses or disbursements specifically 12 and 13 of this Contract shall survive termination of this Contract for any reason. This Contract may be amended at any time in connection with such termination unless it has received prior approval from writing by mutual agreement of the Fund, such approval not to be unreasonably withheldparties hereto.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule l7f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. ; Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of with respect to a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not Fund act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereofAssistant Secretary that the Board has approved the initial use of a particular Securities System by such Fund, as required by Rule 17f-4 under the 1940 Act and that the Custodian shall not with respect to a Fund act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board has approved the initial use of the Direct Paper SystemSystem by such Fund; provided further, however, that the Fund Trust shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Trust on behalf of one or more of the Trust’s may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, Contract the Trust on behalf of each applicable Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution and shall continue for a term of one (1) year, subject to up to two (2) automatic one (1) year renewals (collectively, the date “INITIAL TERM”), unless either party gives prior written notice to the other of its execution, shall continue in full force and effect until terminated as hereinafter intent not to renew; provided, however, that either party may terminate this Agreement without penalty upon sixty (60) days prior written notice for cause. This Agreement may be amended at any time by mutual agreement of the parties heretohereto and after the Initial Term, this Agreement shall continue in full force and may be effect until terminated by either party by an instrument in writing delivered or mailed, postage prepaid to delivering written notice the other partyparty in accordance with Section 22, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Declaration of incorporationTrust, agreement Articles of trustIncorporation and By-laws, by-laws and/or registration statement (Partnership or Limited Liability Company Agreement or other governing documents, as applicable, the "Governing Documents"); (“GOVERNING DOCUMENTS”) and further provided provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 2.12 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular U.S. Securities System, System as required by Rule 17f-4 under the 1940 Investment Fund Act or any applicable Rule thereunderof 1940, as amended and that the Custodian shall not act under Section 2.10 2.13 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Certificate of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements. 10. Successor Custodian If a successor custodian shall be appointed by the Board of Directors of the Fund, provided the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Directors of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Fund Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not incur any costsless than $25,000,000, expenses or disbursements specifically in connection with all securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Contract and to transfer to an account of such termination unless it has received prior approval from successor custodian all of the Fund's securities held in any Securities System. Thereafter, such approval not bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be unreasonably withheldentitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. 11.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System, as required by Rule 17f-4 under the Investment company Act of 1940, as amended and that the Custodian shall not act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention Contravention of any applicable federal or state regulations, or any provision of the Fund’s articles its Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller Connecticut Department of the Currency Banking or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to Jxxxxxx Credit Opportunities Fund only, this Agreement shall become effective as remain in full force and effect for an initial 2-year term ending September 30, 2025 (the “JCOF Initial Term”). With respect to Jxxxxxx Real Assets Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending February 29, 2026 (the “JRAF Initial Term”). During the JCOF Initial Term, either Jxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement and during the JRAF Initial Term, either Jxxxxxx Real Assets Fund or the Custodian may terminate this Agreement: (i) in the event of the date other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to Jxxxxxx Credit Opportunities Fund, Jxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Upon termination of this Agreement pursuant to this paragraph with respect to Jxxxxxx Real Assets Fund, Jxxxxxx Real Assets Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Information Classification: Limited Access In the event of: (i) Jxxxxxx Credit Opportunities Fund’s or Jxxxxxx Real Asset Fund’s termination of this Agreement prior to the end of the JCOF Initial Term with respect to Jxxxxxx Credit Opportunities Fund or prior to the end of the JRAF Initial Term with respect to Jxxxxxx Real Assets Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to Jxxxxxx Credit Opportunities Fund (or its respective successor) or to Jxxxxxx Real Assets Fund (or its respective successor), Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund, as applicable, shall pay the Custodian its compensation due through the end of the JCOF Initial Term or the JRAF Initial Term, as applicable, (based upon the average monthly compensation previously earned by Custodian with respect to Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund, as applicable) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver Jxxxxxx Credit Opportunities Fund’s or Jxxxxxx Real Asset Fund’s securities and cash as applicable and set forth hereinbelow. For the avoidance of doubt, and with respect to either Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund, no payment will be required pursuant to clause (ii) of this paragraph in the event of any applicable transaction such as (a) the liquidation or dissolution of Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund and applicable distribution of Jxxxxxx Credit Opportunities Fund’s or Jxxxxxx Real Assets Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund is no longer viable, (b) a merger of Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund into, or the consolidation of Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund with, another entity, or (c) the sale by Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund of all, or substantially all, of its executionassets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to Jxxxxxx Credit Opportunities Fund (or its respective successor) or to Jxxxxxx Real Assets Fund (or its respective successor), as applicable, on substantially the same terms as this Agreement. After the JCOF Initial Term and JRAF Initial Term outlined hereinabove have been satisfied, respectively, the following language in this Section 18 shall apply with respect to Jxxxxxx Credit Opportunities Fund and Jxxxxxx Real Assets Fund. Except as provided in the preceding three paragraphs with respect to the Jxxxxxx Credit Opportunities Fund and Jxxxxxx Real Assets Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and . The Agreement may be terminated by either any party by an instrument in writing delivered or mailed, postage prepaid to the other partyparties, such termination to take effect not sooner than thirty ninety (3090) days after the date of such delivery or mailing in mailing. Notwithstanding the case of a termination by the Fundforegoing, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may be terminated at any time by action upon mutual written agreement of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate parties hereto. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the event rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 16 and 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheldparties hereto.”

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its executionexecu- tion, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of with respect to a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not Portfolio act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System by such Portfolio and the receipt of an annual certifi- cate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by such Portfolio of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Sec- tion 2.10A hereof in the absence of receipt of an initial cer- tificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention contraven- tion of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided pro- vided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors (i) substitute substi- tute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction di- rection of an appropriate regulatory agency or court of competent compe- tent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses ex- penses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.1OA hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles Articles of incorporationIncorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however that the Custodian shall not act under Section 2.9 L of Article II hereof in the absence of receipt of an initial certificate of a Fund’s secretary, the Secretary or an assistant secretary thereof, Assistant Secretary that the Board has Trustees of the Fund have approved the initial use of a particular U.S. Securities SystemSystem and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of such Securities system, as required in each case by Rule l7f-4 under the 1940 Investment Company Act or any applicable Rule thereunderof 1940, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper Systemas amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust or the Fund’s articles of incorporation's By-Laws, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund may at any time by action of its Board Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller Federal Deposit Insurance Corporation or Commissioner of Banks for the Currency Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodianmailing; provided, however however, that the Custodian shall not with respect to the Company act under Section 2.9 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, Proper Instructions that the Board has approved the initial use of a particular U.S. Securities System by such Company and the receipt of an annual certificate that the Board has reviewed the use by the Company of such Securities System, as required in each case by Rule 17f-4 under the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper SystemInvestment Company Act; provided further, however, that the Fund Company shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the FundCompany’s articles of incorporationLLC Agreement, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided provided, that the Fund Company may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund Company shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.