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

Effective Period, Termination and Amendment. This Agreement shall become effective as 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 sixty (60) days after the date of such delivery or mailing; provided, 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a 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 State Street by giving notice as described above to State Street, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the 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: 1) each Fund on behalf of each applicable Portfolio shall (a) pay to State Street such compensation as may be due as of the date of such termination and shall likewise reimburse State Street for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as 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 with respect to any party by an instrument in writing delivered or mailed, postage prepaid to the other partyparties, such termination to take effect not sooner than sixty thirty (6030) days after the date of such delivery or mailing; provided, however that the Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the applicable 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 applicable Board has approved the initial use of the Direct Paper System by such Portfolio; provided further, however, that the each 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 Declaration of Trust, Articles of Incorporation, or other governing documentsGoverning Documents, and further provided, that a each 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 State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for State Street the Custodian by the 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 Contract with respect to any particular Portfolio shall in no way affect the rights and duties under this Contract with respect to any other Funds or Portfolios. Upon termination of the Agreement: 1) each Contract with respect to any Portfolio, such Fund on behalf of each applicable Portfolio shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as 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 with respect to any party by an instrument in writing delivered or mailed, postage prepaid to the other partyparties, such termination to take effect not sooner than sixty thirty (6030) days after the date of such delivery or mailing; provided, however that the Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the applicable 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 applicable Board has approved the initial use of the Direct Paper System by such Portfolio; provided further, however, that the each 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 Declaration of Trust, Articles of Incorporation, or other governing documents's Governing Documents, and further provided, that a each 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 State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for State Street the Custodian by the 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 Contract with respect to any particular Portfolio shall in no way affect the rights and duties under this Contract with respect to any other Funds or Portfolios. Upon termination of the Agreement: 1) each Contract with respect to any Portfolio, such Fund on behalf of each applicable Portfolio shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement shall become effective remain in full force and effect for an initial 2-year term ending January 1, 2013 (the “Initial Term”). During the Initial Term, either party may terminate this Agreement: (i) 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 (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 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 prior to the end of the Initial Term 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 Initial 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 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, 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 executionassets 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. After the expiration of the Initial Term, this Agreement shall continue in full force and effect until terminated as hereinafter provided. After the Initial Term, may be amended at any time by mutual agreement of the parties hereto and 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 sixty ninety (6090) days after the date of such delivery or mailing; provided. Notwithstanding the foregoing, 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a Fund on behalf of one or more of the Portfolios may be terminated at any time by action upon mutual written agreement of its Board (i) substitute another bank or trust company for State Street by giving notice as described above to State Street, or (ii) immediately terminate the parties hereto. Termination of this Agreement in the event of the appointment of a conservator with respect to any one particular Fund or receiver for State Street by the 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: 1) each Fund on behalf of each applicable Portfolio shall (a) pay to State Street such compensation as may be due as of in no way affect the date of such termination rights and shall likewise reimburse State Street for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it duties under this Agreement on behalf with respect to any other Fund or Portfolio. The provisions of each applicable PortfolioSections 4.11, 16 and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions 17 of this Agreement relating to shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the duties and obligations of State Street shall remain in full force and effectparties hereto.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as 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 sixty thirty (6030) days after the date of such delivery or mailing; provided, however 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 of the Trust 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 Trust 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 2.11A 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 Trust 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 regulations, or any provision of the Fund’s Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a Fund on behalf of one or more of the Portfolios Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for State Street the Custodian by the 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: 1) each Fund on behalf of each applicable Portfolio Contract, the Trust shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street Custodian Contract shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as 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 sixty thirty (6030) days after the date of such delivery or mailing; provided, however that the Custodian shall not with respect to a Portfolio act under Section 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trust have approved the initial use of a particular Securities System by such Portfolio 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 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 Section 2.12A 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 Portfolio 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 Portfolio of the Direct Paper System; provided further, however, (a) 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, (b) that a Fund the Trust on behalf of one or more of the Portfolios may at any time by action of its Board of Trustees (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for State Street by the Comptroller of the Currency Custodian 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: 1) each Fund Contract, the Trust on behalf of each applicable Portfolio shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement Contract shall become effective as 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 sixty thirty (6030) days after the date of such delivery or mailing; provided, however 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 of the Trust 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 Trust 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.A 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 Trust 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 regulations, or any provision of the Fund’s Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, (b) that a Fund on behalf of one or more of the Portfolios Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for State Street by the Comptroller of the Currency Custodian 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: 1) each Fund on behalf of each applicable Portfolio Contract, the Trust shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending __________, may be amended at any time by mutual agreement 2010 (the “Initial Term”). After the expiration of the parties hereto Initial Term, this Agreement shall automatically renew for successive _____-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 sixty (60) days after the date within 60 days’ written notice of such delivery or mailing; provided, 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a 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 State Street by giving notice as described above to State Streetbreach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the 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 any Fund or Portfolio, the Agreement: 1) each applicable Fund on behalf of each applicable Portfolio shall (a) pay to State Street such Custodian its compensation as may be due as of the date of such termination and shall likewise reimburse State Street Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating 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 successor custodian or Certified Resolution shall have been delivered transaction not in the ordinary course of business pursuant to State Street on or before which the date when such termination shall become effective, then State Street shall have the right Custodian is not retained to deliver continue providing services hereunder to a bank Fund or trust companyPortfolio (or its respective successor), which is a “bank” 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 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 defined set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the 1940 Act, doing business in Boston, Massachusettsevent of any transaction such as a merger of a Fund or Portfolio into, or New Yorkthe consolidation of a Fund or Portfolio with, New Yorkanother entity, the sale by a Fund or Portfolio of all, or substantially all, of its own selectionassets to another entity, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, or the liquidation or dissolution of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable a Fund or Portfolio and all instruments held by State Street relative thereto 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 in no way affect the rights and all other property held by it duties under this Agreement on behalf with respect to any other Fund or Portfolio. The provisions of each applicable PortfolioSections 4.11, 15, 16 and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions 17 of this Agreement relating to shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the duties and obligations of State Street shall remain in full force and effectparties hereto.

Effective Period, Termination and Amendment. This Agreement shall become effective as 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 sixty (60) days after the date of such delivery or mailing; provided, 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a 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 State Street by giving notice as described above to State Street, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the 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: 1) each Fund on behalf of each applicable Portfolio shall (a) pay to State Street such compensation as may be due as of the date of such termination and shall likewise reimburse State Street for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement shall become effective as 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 sixty (60) days after the date of such delivery or mailing; provided, however, that Wachovia shall not act under Paragraph 16 in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of the Fund has approved the initial use of a particular 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 Rule 17f-4 under the 1940 Act requires, nor shall Wachovia act under Paragraph 8 in the absence of receipt of a certificate from the Fund's secretary containing the resolution of the Board regarding the 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 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a 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 State Street Wachovia by giving notice as described above to State Street, Wachovia or (ii) immediately terminate this Agreement in the event the Comptroller of the appointment of Currency appoints a conservator or receiver for State Street by the 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: 1) each , the Fund on behalf of each applicable Portfolio shall (a) pay to State Street such Wachovia all compensation as may be due as of the date of such termination and shall likewise reimburse State Street Wachovia for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. (a) This Agreement Contract shall become effective as of its executionremain in full force and effect for an initial term ending October 31, 2023 (the “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 party at least six (6) months prior to take effect not sooner than sixty (60) days after the effective date of such delivery or mailing; providedtermination. During the Initial Term and thereafter, 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a Fund on behalf of one or more of the Portfolios 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 State Street by giving (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice as described above to State Streetof such breach, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the 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 Contract pursuant to this Section 14(a) with respect to any Fund or Portfolio, the Agreement: 1) each applicable Fund on behalf of each applicable or Portfolio shall (a) pay Custodian its compensation due with respect to State Street such compensation as may be due as of Fund or Portfolio through the effective date of such termination and shall likewise reimburse State Street Custodian for its reasonable costs, expenses and disbursementsdisbursements related to services provided by the Custodian through the effective date of such termination. (b) 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 Section 14(a) above 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 or Portfolio shall pay the Custodian such Fund or Portfolio’s compensation due with respect to such Fund or Portfolio through the effective date of such early termination, plus such additional amounts as may be agreed upon in writing by the parties from time to time, and shall reimburse Custodian for its reasonable costs, expenses and disbursements related to services provided by the Custodian through the effective date of such termination. Termination of this Contract pursuant to this Section 14(b) by any Fund or Portfolio shall require written notice to the Custodian at least six (6) months prior to the effective date of termination. (c) Upon receipt of such payment and reimbursement contemplated in Sections 14(a) and 14(b) above, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment of any additional amount will be required pursuant to clause (ii) of Section 14(b) in the event of a transaction consisting of (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) designate a successor recordkeeper merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (which may be c) the Fundsale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) by Proper Instructions; and (c) designate a successor custodian by Proper Instructionwhere 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. 2(d) Upon payment Termination of all sums due this Contract with respect to it from a Fundany one 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, State Street 12 and 13 of this Contract shall survive termination of this Contract for any reason. (ae) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) This Contract may be amended at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and any time in the form for transfer, all securities of each applicable Portfolio then held writing by it hereunder and shall transfer to an account mutual agreement of the successor custodian all of the securities of each such Portfolio held parties hereto.” B. Section 27 is deleted in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street its entirety and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” replaced as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effectset forth below.

Effective Period, Termination and Amendment. This Agreement shall become effective as 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 sixty (60) 90 days after the date of such delivery or mailing; provided, -------- however that the Custodian or a U.S. Sub-Custodian shall not deposit or maintain Fund Assets under Section 4.11 in the absence of receipt of certification of approval by the Supervisors [and governing body of the Fund Entity] of the use of a particular U.S. Securities System or of any change to the arrangement for the use of the 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 Declaration of Trust, Articles of Incorporation, or other governing documents[Fund Entity's] [Organizational Documents], and further provided, that a the [Fund Entity] on behalf of one or more of the Portfolios 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 State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the Comptroller of the Currency Custodian 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: 1) each , the [Fund on behalf of each applicable Portfolio Entity] shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, the date first listed above 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 sixty (60) days after the date of such delivery or mailing; provided, however, that Wachovia shall not act under Paragraph 19 in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of the Fund has approved the initial use of a particular 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 Rule 17f-4 under the 1940 Act requires, nor shall Wachovia act under Paragraph 8 in the absence of receipt of a certificate from the Fund’s secretary containing the resolution of the Board regarding the 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 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 Agreement and Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a 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 State Street Wachovia by giving notice as described above to State Street, Wachovia or (ii) immediately terminate this Agreement in the event the Comptroller of the appointment of Currency appoints a conservator or receiver for State Street by the 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: 1) each , the Fund on behalf of each applicable Portfolio shall (a) pay to State Street such Wachovia all compensation as may be due as of the date of such termination and shall likewise reimburse State Street Wachovia for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This (a) Subject to prior termination as provided in paragraph (b) of this Section X, this Agreement shall become effective as of its execution, shall continue in full force for two (2) years for the date hereof and effect until terminated indefinitely thereafter, but only so long as hereinafter provided, the continuance shall be specifically approved at least annually by vote of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of the Trust; (b) This Agreement may be amended modified by only mutual consent; and (c) Either party hereto may, at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailedtime, postage prepaid to the other party, such termination to take effect not sooner than on sixty (60) days after days’ prior written notice to the date other, terminate this Agreement, without payment of any penalty, provided however that the Trust shall only do so by action of its Board of Trustees, or by vote of a majority of its outstanding voting securities. The Custodian shall receive an initial certificate from the Trust that the Trustees of the Trust have approved the initial use of a particular Securities System and an annual certificate reporting that the Trustees, as required by Rule 17f-4 under the Investment Company Xxx 0000, as amended, have reviewed the use by each Portfolio of such delivery or mailingSecurities System; provided, however, that further the Fund Trust shall not amend or terminate this the Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s Declaration of Trust, Articles of Incorporation, or other governing documents, Trust Instrument; and further provided, that a Fund on behalf of one or more of the Portfolios Trust may at any time by action of its Board Trustees (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street the Custodian by the Comptroller of the Currency or appropriate banking authorities 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: 1) each Fund on behalf of each applicable Portfolio , the Trust shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be including any reasonable costs, expenses and disbursements incurred in performing the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and obligations set forth in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities SystemSection XI hereof. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable is terminated with respect to any Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company it shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties nonetheless remain in the possession of State Street after the date of termination hereof owing effect with respect to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effecteach remaining Portfolio.

Effective Period, Termination and Amendment. This Agreement shall become effective as 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 sixty (60) 90 days after the date of such delivery or mailing; provided, -------- however that the Custodian or a U.S. Sub-Custodian shall not deposit or maintain Fund Assets under Section 4.11 in the absence of receipt of certification of approval by the Trustees and Supervisors of the use of a particular U.S. Securities System or of any change to the arrangement for the use of the U.S. Securities System; provided further, however, that the Fund ---------------- Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulationslaw, or any provision of the Fund’s Declaration of Trust, Articles of Incorporation, or other governing documents's Master Trust Agreement, and further provided, that a Fund the Trust on behalf of one or more of the Portfolios each Fund may at any time by action with the approval of its Board the Trustees and Supervisors (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the Comptroller of the Currency Custodian by, or upon the happening of a like event at the direction of of, an appropriate regulatory agency or court of competent jurisdiction. The Trust 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: 1) each Fund on behalf of each applicable Portfolio , the Trust shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement shall become effective as 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 sixty (60) days after the date of such delivery or mailing; provided, 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a 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 State Street by giving notice as described above to State Street, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the 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:: 18 1) each Fund on behalf of each applicable Portfolio shall (a) pay to State Street such compensation as may be due as of the date of such termination and shall likewise reimburse State Street for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This (a) Subject to prior termination as provided in paragraph (b) of this Section X, this Agreement shall become effective as of its execution, shall continue in full force for two (2) years for the date hereof and effect until terminated indefinitely thereafter, but only so long as hereinafter provided, the continuance shall be specifically approved at least annually by vote of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of the Trust; (b) This Agreement may be amended modified by mutual consent; (c) In addition to the requirement of sub-paragraph (a) of this Section X, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such Agreement or interested persons of such party, cast in person at a meeting called for the purposes of voting on such approval; and (d) Either party hereto may, at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailedtime, postage prepaid to the other party, such termination to take effect not sooner than on sixty (60) days after days’ prior written notice to the date other, terminate this Agreement, without payment of any penalty, provided however that the Trust shall only do so by action of its Board of Trustees, or by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment. The Custodian shall receive an initial certificate from the Trust that the Trustees of the Trust have approved the initial use of a particular Securities System and an annual certificate reporting that the Trustees, as required by Rule 17f-4 under the Investment Company Xxx 0000, as amended, have reviewed the use by each Portfolio of such delivery or mailingSecurities System; provided, however, that further the Fund Trust shall not amend or terminate this the Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s Declaration of Trust, Articles of Incorporation, or other governing documents, Trust Instrument; and further provided, that a Fund on behalf of one or more of the Portfolios Trust may at any time by action of its Board Trustees (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State StreetThe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street the Custodian by the Comptroller of the Currency or appropriate banking authorities 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: 1) each Fund on behalf of each applicable Portfolio , the Trust shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be including any costs, expenses and disbursements incurred in performing the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and obligations set forth in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities SystemSection XI hereof. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable is terminated with respect to any Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company it shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties nonetheless remain in the possession of State Street after the date of termination hereof owing effect with respect to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effectany remaining Portfolio.

Effective Period, Termination and Amendment. This (a) Subject to prior termination as provided in paragraph (b) of this Section X, this Agreement shall become effective as of its execution, shall continue in full force for two (2) years for the date hereof and effect until terminated indefinitely thereafter, but only so long as hereinafter provided, the continuance shall be specifically approved at least annually by vote of the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities of the Trust; (b) This Agreement may be amended modified by mutual consent; (c) In addition to the requirement of sub-paragraph (a) of this Section X, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such Agreement or interested persons of such party, cast in person at a meeting called for the purposes of voting on such approval; and (d) Either party hereto may, at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailedtime, postage prepaid to the other party, such termination to take effect not sooner than on sixty (60) days after days’ prior written notice to the date other, terminate this Agreement, without payment of any penalty, provided however that the Trust shall only do so by action of its Board of Trustees, or by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment. The Custodian shall receive an initial certificate from the Trust that the Trustees of the Trust have approved the initial use of a particular Securities System and an annual certificate reporting that the Trustees, as required by Rule 17f-4 under the Investment Company Axx 0000, as amended, have reviewed the use by each Portfolio of such delivery or mailingSecurities System; provided, however, that further the Fund Trust shall not amend or terminate this the Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s Declaration of Trust, Articles of Incorporation, or other governing documents, Trust Instrument; and further provided, that a Fund on behalf of one or more of the Portfolios Trust may at any time by action of its Board Trustees (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street the Custodian by the Comptroller of the Currency or appropriate banking authorities upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Custodian Agreement American Independence Funds Trust and INTRUST Bank, N. A. Upon termination of the Agreement: 1) each Fund on behalf of each applicable Portfolio , the Trust shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be including any costs, expenses and disbursements incurred in performing the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and obligations set forth in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities SystemSection XI hereof. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable is terminated with respect to any Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company it shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties nonetheless remain in the possession of State Street after the date of termination hereof owing effect with respect to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effectany remaining Portfolio.

Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, the date first listed above 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 sixty (60) days after the date of such delivery or mailing; provided, however, that Wachovia shall not act under Paragraph 19 in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of the Fund has approved the initial use of a particular 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 Rule 17f-4 under the 1940 Act requires, nor shall Wachovia act under Paragraph 8 in the absence of receipt of a certificate from the Fund's secretary containing the resolution of the Board regarding the 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 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 Agreement and Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a 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 State Street Wachovia by giving notice as described above to State Street, Wachovia or (ii) immediately terminate this Agreement in the event the Comptroller of the appointment of Currency appoints a conservator or receiver for State Street by the 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: 1) each , the Fund on behalf of each applicable Portfolio shall (a) pay to State Street such Wachovia all compensation as may be due as of the date of such termination and shall likewise reimburse State Street Wachovia for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, shall continue remain in full force and effect until terminated as hereinafter providedfor an initial term ending July 29, may be amended at any time by mutual agreement 2016 (the “Initial Term”). After the expiration of the parties hereto Initial Term, this Agreement shall automatically renew for successive three-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 sixty (60) days after the date within 60 days’ written notice of such delivery or mailingbreach; provided, 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a 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 State Street by giving notice as described above to State Street, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the 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; (iii) upon 90 days prior written notice by the Fund(s); or (iv) upon 180 days’ prior written notice by the Custodian. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the Agreement: 1) each applicable Fund on behalf of each applicable Portfolio shall (a) pay to State Street such the Custodian its compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable 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 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 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, 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) designate a successor recordkeeper merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (which may be c) the Fundsale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due where the Custodian is retained to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver continue providing services to such successor custodian at Fund or Portfolio (or its respective successor) on substantially the office same terms as this Agreement. Termination of State Street, duly endorsed this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it duties under this Agreement on behalf with respect to any other Fund or Portfolio. The provisions of each applicable PortfolioSections 4.11, 14 and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions 15 of this Agreement relating to shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the duties and obligations of State Street shall remain in full force and effectparties hereto.

Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter providedfor an initial period of three months (the “Initial Period”). After the Initial Period, 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 extend the Agreement on a month-to-month basis, as the Managing Member determines necessary or mailed, postage prepaid to appropriate. The Managing Member or the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however, that the Fund shall not amend or Custodian may terminate this Agreement for any reason upon not less than 30 days’ prior written notice to each other party hereto; provided that no termination of this Agreement by the Custodian shall be effective until the Managing Member shall have appointed a successor Xxxxxxxxx and such successor has agreed in contravention of writing to act as the successor Xxxxxxxxx. In the event that a successor custodian is appointed pursuant to this Section 13, the Custodian shall cooperate with the Managing Member, the Borrower and any applicable federal or state regulations, or any provision successor custodian in making an orderly transfer of the Fund’s Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a Fund on behalf of one or more duties of the Portfolios Custodian for a period of not less than 180 days following the effective date of the termination of this Agreement. If the Managing Member shall fail to appoint a successor Custodian or such successor has not accepted its appointment within 90 days after notice of termination from the Custodian, then the Custodian may at petition any time by action court of its Board competent jurisdiction for the appointment of a successor Xxxxxxxxx. The Managing Member may (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street the Custodian by the 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. Notwithstanding the foregoing, the Managing Member may terminate the Agreement at any time for any reason. Upon termination of this Agreement, the Agreement: 1) each Fund on behalf of each applicable Portfolio Borrower shall (a) pay to State Street such compensation as may be due as of the date of such termination and shall likewise reimburse State Street for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (orCustodian all Fees, if noneCosts and Expenses and indemnities to the extent incurred or arising, or relating to that Fund) at the office of State Streetevents occurring, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating when cash is available in the Investment Account to pay such Fees or Costs and Expenses (in both cases, as provided in the duties and obligations of State Street shall remain in full force and effectFee Letter) or indemnities.

Effective Period, Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter providedfor an initial period of three months (the “Initial Period”). After the Initial Period, 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 extend the Agreement on a month-to-month basis, as the Managing Member determines necessary or mailed, postage prepaid to appropriate. The Managing Member or the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however, that the Fund shall not amend or Custodian may terminate this Agreement for any reason upon not less than 30 days’ prior written notice to each other party hereto; provided that no termination of this Agreement by the Custodian shall be effective until the Managing Member shall have appointed a successor Custodian and such successor has agreed in contravention of writing to act as the successor Custodian. In the event that a successor custodian is appointed pursuant to this Section 13, the Custodian shall cooperate with the Managing Member, the Borrower and any applicable federal or state regulations, or any provision successor custodian in making an orderly transfer of the Fund’s Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a Fund on behalf of one or more duties of the Portfolios Custodian for a period of not less than 180 days following the effective date of the termination of this Agreement. If the Managing Member shall fail to appoint a successor Custodian or such successor has not accepted its appointment within 90 days after notice of termination from the Custodian, then the Custodian may at petition any time by action court of its Board competent jurisdiction for the appointment of a successor Custodian. The Managing Member may (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street the Custodian by the 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. Notwithstanding the foregoing, the Managing Member may terminate the Agreement at any time for any reason. Upon termination of this Agreement, the Agreement: 1) each Fund on behalf of each applicable Portfolio Borrower shall (a) pay to State Street such compensation as may be due as of the date of such termination and shall likewise reimburse State Street for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (orCustodian all Fees, if noneCosts and Expenses and indemnities to the extent incurred or arising, or relating to that Fund) at the office of State Streetevents occurring, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating when cash is available in the Investment Account to pay such Fees or Costs and Expenses (in both cases, as provided in the duties and obligations of State Street shall remain in full force and effectFee Letter) or indemnities.

Effective Period, Termination and Amendment. Successor Custodian ---------------------------------------------------------------- This Agreement shall become effective as 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 sixty (60) days after the date of such delivery or mailing; provided, howeverPROVIDED, 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 Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a Fund on behalf of one or more of the Portfolios Trust may at any time by action of its Board Board, (i) substitute another bank or trust company for State Street the Custodian by giving notice as described above to State Streetthe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street the Custodian by the Comptroller Federal Deposit Insurance Corporation or by the Banking Commissioner of the Currency The 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: 1) each Fund on behalf of each applicable Portfolio , the Trust shall (a) pay to State Street the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse State Street the Custodian for its reasonable costs, expenses and disbursements, . Unless the holders of a majority of the outstanding "voting securities" of the Trust (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction. 2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and as defined in the form for transfer, all securities Investment Company Act of each applicable Portfolio then held by it hereunder and shall transfer 1940) vote to an account of have the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties held hereunder delivered and paid over to some other bank or trust company, specified in accordance the vote, having not less than $2,000,000 of aggregate capital, surplus and undivided profits, as shown by its last published report, and meeting such other qualifications for custodians set forth in the Investment Company Act of 1940, the Board shall, forthwith, upon giving or receiving notice of termination of this Agreement, appoint as successor custodian, a bank or trust company having such qualifications. The Bank, as Custodian, Agent or otherwise, shall, upon termination of the Agreement, deliver to such successor custodian, all securities then held hereunder and all funds or other properties of the Trust deposited with such resolutionor held by the Bank hereunder and all books of account and records kept by the Bank pursuant to this Agreement, and all documents held by the Bank relative thereto. In the event that no such vote has been adopted by the shareholders and that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street the Bank on or before the date when such termination shall become effective, then State Street the Bank shall not deliver the securities, funds and other properties of the Trust to the Trust but shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, company doing business in Boston, Massachusetts, or New York, New York, Massachusetts of its own selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $25,000,0002,000,000, all securitiesfunds, funds securities and other properties of the Trust held by State Street on behalf of each applicable Portfolio or deposited with the Bank, and all instruments books of account and records kept by the Bank pursuant to this Agreement, and all documents held by State Street the Bank relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities Systemthereto. Thereafter, Thereafter such bank or trust company shall be the successor of State Street the Custodian under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.