Common use of Successor Custodian Clause in Contracts

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 SystemSystem or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationnotice of such appointment and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, as may be applicable, all securities securities, funds and other properties 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutiontherewith. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination with respect to the applicable Fund, deliver to such successor custodian at the office of the Custodian, 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio Fund owing to the failure of the applicable such Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the CustodianCustodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio), duly endorsed and in the form for transfer, all securities securities, cash, and other assets 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio) and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Trustees of the Fund, the Custodian Chase shall, upon termination, deliver to such successor custodian at the office of the Custodiancustodian, 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 Fund's securities of each such Portfolio held in a Securities Depository or Book Entry System. If no such successor custodian shall be appointed, the Custodian Chase shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian Chase on or before the date when such termination shall become be come effective, then the Custodian Chase 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 the Custodian hereunder Chase and all instruments held by the Custodian Chase 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 Fund's securities of each such Portfolio held in any Securities Depository or Book Entry System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian Chase after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, Chase's sole obligation to the Custodian Fund shall be to safekeep the Fund's assets until they are transferred as directed by the Fund and Chase shall be entitled to fair compensation for its services during such period as the Custodian Chase retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian Chase's rights shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Trustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the Trust's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Trust, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Trust's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 SystemSystem or at the Underlying Transfer Agent. The Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 12 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities securities, cash and other assets 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 SystemSystem or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If the Board shall appoint a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Boardcustodian, the Custodian Wachovia shall, upon termination, deliver to such the successor custodian at the office of the Custodiancustodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio Securities it then held by it hereunder holds under this Agreement and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Fund's Securities held in a Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Fund does not deliver to Wachovia a Certified Resolution, deliver at the office of the Custodian 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 certified copy of a vote of the Custodian Board on or before the date when such the termination shall become effective, then the Custodian Wachovia 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 securitiesSecurities, funds monies, and other properties held by the Custodian hereunder Property Wachovia holds and all instruments held by the Custodian Wachovia holds relative thereto and all other property held by Property it holds under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such the successor custodian all of the securities of each such Portfolio Fund's Securities held in any Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. Thereafter, such that bank or trust company shall be the successor of the Custodian Wachovia under this Agreement. In If Property of the event that securities, funds and other properties remain Fund remains in the possession of the Custodian Wachovia after the date of termination hereof with respect to any Portfolio of this Agreement owing to the Fund's failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian Wachovia shall be entitled to fair compensation for its services during such the period as the Custodian Wachovia retains possession of such securities, funds and other properties the Property and the provisions of this Agreement relating to the duties and obligations of the Custodian Wachovia shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Managers, the Custodian SEI Trust shall, upon terminationthe termination of this Agreement and at the cost of the Fund, deliver to such successor custodian at the office of the CustodianSEI Trust, duly endorsed and in the form for transfer, all securities of each applicable Portfolio securities, funds and other properties then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities Book-Entry System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Written Instructions designating a successor custodian or Certified Resolution shall have been delivered to the Custodian SEI Trust on or before the date when such any termination of this Agreement shall become effective, then the Custodian SEI Trust shall have the right to deliver at the cost of the Fund 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 the Custodian hereunder SEI Trust and all instruments held by the Custodian SEI Trust 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 the Fund held in any Securities a Book-Entry System. Thereafter, such bank or trust company shall be the successor of the Custodian SEI Trust under this Agreement, and SEI Trust shall have no further liability hereunder, except as otherwise specifically provided by this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian SEI Trust after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution Board of Managers to appoint a successor custodian, the Custodian SEI Trust shall be entitled to fair compensation for its services during such period as the Custodian SEI Trust retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian Trust shall remain in full force and effect. The provisions of this Section 17 shall survive any termination of this Agreement.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities securities, funds and other properties 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property of each applicable Portfolio then 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If the Board shall appoint a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Boardcustodian, the Custodian Wachovia shall, upon termination, deliver to such the successor custodian at the office of the Custodiancustodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio Securities it then held by it hereunder holds under this Agreement and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Fund’s Securities held in a Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Fund does not deliver to Wachovia a Certified Resolution, deliver at the office of the Custodian 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 certified copy of a vote of the Custodian Board on or before the date when such the termination shall become effective, then the Custodian Wachovia 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 securitiesSecurities, funds monies, and other properties held by the Custodian hereunder Property Wachovia holds and all instruments held by the Custodian Wachovia holds relative thereto and all other property held by Property it holds under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such the successor custodian all of the securities of each such Portfolio Fund’s Securities held in any Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. Thereafter, such that bank or trust company shall be the successor of the Custodian Wachovia under this Agreement. In If Property of the event that securities, funds and other properties remain Fund remains in the possession of the Custodian Wachovia after the date of termination hereof with respect to any Portfolio of this Agreement owing to the Fund’s failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian Wachovia shall be entitled to fair compensation for its services during such the period as the Custodian Wachovia retains possession of such securities, funds and other properties the Property and the provisions of this Agreement relating to the duties and obligations of the Custodian Wachovia shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. Unless so directed by the Certified Resolution, in no event shall the Custodian deliver the securities, funds and other properties to the Fund. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable BoardFund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities investments of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities investments of each such Portfolio the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a instruction of the Fund, deliver at the office of the Custodian and transfer Fund such securitiesinvestments, funds and other properties in accordance with such resolutioninstruction. In the event that no written order designating a successor custodian or Certified Resolution certified copy of an instruction of the Fund shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, bank 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 $25,000,000U.S.$1.0 billion, all securitiesinvestments, funds and other properties held by the Custodian hereunder on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, the Fund and to transfer to an account of such successor custodian all of the securities investments of each such Portfolio the Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securitiesinvestments, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the instruction referred to or of the Fund to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securitiesinvestments, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Company shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Company then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Company held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Investment Company 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 the Custodian hereunder on behalf of the Company and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, the Company and to transfer to an account of such successor custodian all of the securities of each such Portfolio the Company held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Company to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” bank as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable PortfolioFund, and to transfer to an account of such successor custodian all of the securities of each such Portfolio Fund held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of the Custodian to continue to serve hereunder, the Fund shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 6-B of section II hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor custodian for one or more Funds or Portfolios shall be Successor Custodian is appointed by the applicable Boardboard of directors of KCF in accordance with section l(b) of Article V of the Fund's Trust Agreement, the Custodian as amended, State Street shall, upon termination, deliver to such successor custodian Successor Custodian at the office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securities then held hereunder, all cash and other assets of each applicable Portfolio then the Fund deposited with or 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 Systemhereunder. If no such successor custodian shall be Successor Custodian is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to section l(b) of Article V of the Fund's Trust Agreement, as amended, deliver at the office of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor custodian Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 $25,000,0005,000,000, all securities, funds cash and other properties held by the Custodian hereunder State Street and all instruments held by the Custodian State Street and all instruments held by it 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 SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this AgreementFund's Trust Agreement and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian State Street after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy above referred to, or of KCF's board of directors to appoint a successor custodianSuccessor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If Customer's Board shall appoint a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board-------------------- custodian, the Custodian Wachovia shall, upon termination, deliver to such the successor custodian at the office of the Custodiancustodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio Securities it then held by it hereunder holds under this Agreement and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Customer's Securities held in a Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Customer does not deliver to Wachovia a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such the termination shall become effective, then the Custodian Wachovia 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 securitiesSecurities, funds monies, and other properties held by the Custodian hereunder Property Wachovia holds and all instruments held by the Custodian Wachovia holds relative thereto and all other property held by Property it holds under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such the successor custodian all of the securities of each such Portfolio Customer's Securities held in any Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. Thereafter, such that bank or trust company shall be the successor of the Custodian Wachovia under this Agreement. In the event that securities, funds and other properties remain If Property of Customer remains in the possession of the Custodian Wachovia after the date of termination hereof with respect to any Portfolio of this Agreement owing to the Customer's failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian Wachovia shall be entitled to fair compensation for its services during such the period as the Custodian Wachovia retains possession of such securities, funds and other properties the Property and the provisions of this Agreement relating to the duties and obligations of the Custodian Wachovia shall remain in full force and effect. This Agreement shall be binding on each of the parties' successors and assigns, but the parties agree that neither party can assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 Company’s securities of each such Portfolio held in a Securities SystemSystem or at an Underlying Transfer Agent. Custodian shall also provide to the successor custodian the Company’s records (as described in Section 11 of this Agreement) as reasonably requested by the Company. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, company of its own selection (which is bank or trust company shall be a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, Act having an aggregate capital, surplus, 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, the Company and to transfer to an account of such successor custodian all of the Company’s securities of each such Portfolio held in any Securities SystemSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Company to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services as provided herein during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the assets, of one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Trustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Trust, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, 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 the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination with respect to the applicable Fund or Portfolio, deliver to such successor custodian at the office of the Custodian, 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Fund or Portfolio owing to the failure of the applicable relevant Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If Upon the appointment of a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Boardcustodian, the Custodian shall, upon terminationtermination and receipt of Instructions, deliver to such successor custodian at the office of the Custodian, 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 Borrower’s securities of each such Portfolio held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionInstructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionInstructions. In the event that no written order Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effectiveCustodian, then the Custodian 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, 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 the Custodian hereunder and all instruments held by the Custodian 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 Borrower’s securities of each such Portfolio held in any Securities SystemSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Borrower, Managing Member or Manager to procure the Certified Resolution to appoint a successor custodianprovide Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 SystemSystem or at the Underlying Transfer Agent. If Upon termination, if no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver deliver, upon prior notice to the Fund, to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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, with such bank or trust company being among the top ten institutions in terms of not less than $25,000,000assets under custody in the United States according to reasonably acceptable industry rankings, all securities, funds and other properties held by the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of vote referred to or of the Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Trust, of one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardTrust, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 Trust’s securities of each such Portfolio held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, company 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 the Custodian hereunder and all instruments held by the Custodian 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 Trust’s securities of each such Portfolio held in any Securities SystemSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the securities of each such Portfolio the Fund held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of State Street to continue to serve hereunder, the Fund shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 6-B of Section II hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor custodian for one or more Funds or Portfolios shall be Successor Custodian is appointed by the applicable BoardTrustees of the Fund in accordance with the Fund's Declaration of Trust, the Custodian as amended, State Street shall, upon termination, deliver to such successor custodian Successor Custodian at the office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securities then held hereunder, all cash and other assets of each applicable Portfolio then the Fund deposited with or 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 Systemhereunder. If no such successor custodian shall be Successor Custodian is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to the Fund's Declaration of Trust and By-Laws, as amended, deliver at the office of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor custodian Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 $25,000,0005,000,000, all securities, funds cash and other properties held by the Custodian hereunder State Street and all instruments held by the Custodian it 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 SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this AgreementFund's Declaration of Trust and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian State Street after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy above referred to, or of the Fund's Trustees to appoint a successor custodianSuccessor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionalternative arrangements. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution Proper Instructions or alternative arrangements to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of or not less than $25,000,000, all securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds Funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “‘‘bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If Upon termination, if no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. Unless so directed by the Proper Instructions, in no event shall the Custodian deliver the securities, funds and other properties to the Fund. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangement shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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, with such bank or trust company being among the top ten institutions in terms of not less than $25,000,000assets under custody in the United States according to reasonably acceptable industry rankings, all securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution provide Proper Instructions to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed for a Portfolio by the applicable its Board, the Custodian State Street shall, upon terminationtermination of this Agreement and receipt of Proper Instructions, deliver to such the successor custodian at the office of the CustodianState Street, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of each applicable the Portfolio then held by it State Street hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of each such the Portfolio held in a U.S. Securities SystemSystem or Foreign Securities System or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian State Street shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian State Street and transfer such securities, funds the cash and the securities and other properties financial assets of the Portfolio in accordance with such resolutionthe Proper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian 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 the Custodian State Street hereunder and all instruments held by the Custodian State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Trust, and to transfer to an account of such successor custodian all of the Trust’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian State Street under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian State Street after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian State Street retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 Company’s securities of each such Portfolio held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, company of its own selection (which is bank or trust company shall be a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, Act having an aggregate capital, surplus, 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, the Company and to transfer to an account of such successor custodian all of the Company’s securities of each such Portfolio held in any Securities SystemSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Company to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services as provided herein during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionalternative arrangements. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution Proper Instructions or alternative arrangements to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of State Street to continue to serve hereunder, the Fund shall pay to State Street such compensation as may be due for services through the date of such termination. The Fund shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 7B hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor custodian for one or more Funds or Portfolios shall be Successor Custodian is appointed by the applicable BoardBoard of Trustees of the Fund in accordance with the Fund's Declaration of Trust, the Custodian State Street shall, upon termination, deliver to such successor custodian Successor Custodian at the office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securities then held hereunder, all cash and other assets of each applicable Portfolio then the Fund deposited with or 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 Systemhereunder. If no such successor custodian shall be Successor Custodian is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to the Fund's Declaration of Trust and By-Laws, as amended, deliver at the office of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor custodian Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 $25,000,0005,000,000, all securities, funds cash and other properties held by the Custodian hereunder State Street and all instruments held by the Custodian it 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 SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this AgreementFund's Declaration of Trust and By-Laws, both as amended. In the event that securities, funds and other properties remain in the possession of the Custodian State Street after the date of termination hereof with respect to any Portfolio hereof, owing to the failure of the applicable Fund to procure the Certified Resolution certified copy above referred to, or of the Fund's Board of Trustees to appoint a successor custodianSuccessor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securitiesperiod, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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, with such bank or trust company being among the top ten institutions in terms of not less than $25,000,000assets under custody in the United States according to reasonably acceptable industry rankings, all securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios Custodian shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian Custodian at the office offices of the Custodian, duly endorsed and in the form for transfer, all securities securities, funds and other properties of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian Custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian Custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian Custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 $25,000,000200,000,000, all securities, funds and other properties held by the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, Portfolio and to transfer to an account of such successor custodian 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 the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution referred to or of the Board to appoint a successor custodianCustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be is appointed by the applicable BoardBoard of Trustees of the Fund, the Custodian shallwill, upon termination, deliver to such the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio securities, funds and other properties then held by it hereunder pursuant to this Agreement, and shall will transfer to an account of the successor custodian all of the Portfolio's securities of each such Portfolio held in a Securities System. The Custodian will use its best efforts to assure that the successor custodian will continue any subcustodian agreement entered into by the Custodian and any subcustodian on behalf of the Portfolio. If no such successor custodian shall is to be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at will make the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionavailable as above to the Portfolio upon receipt of a certified copy of a vote of the Board of Trustees of the Fund. In the event that If no written order designating a successor custodian or Certified Resolution shall have been certified copy of a vote of the Board of Trustees is delivered to the Custodian on or before the effective date when such termination shall become effectiveof the termination, then the Custodian shall will have the right to deliver make delivery to a bank or trust company, which is a “bank” (as defined in the 1940 Act, doing business in Boston, Massachusetts, Investment Company Act of 1940) or New York, New York, trust company of its own selection, 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 which will become the Custodian hereunder and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that the securities, funds and other properties remain in the possession of the Custodian after the termination date of termination hereof with respect due to any failure by the Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodiancertified copy of the appropriate vote of the Board of Trustees, the Custodian shall will be entitled to fair compensation for its services during such the period as the Custodian during which it retains possession of such securitiesthe property, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall will remain in full force force. If during the term of this Agreement the Portfolio is liquidated pursuant to law, the Custodian will distribute the remaining assets of the Portfolio after satisfying all expenses and effectliabilities of the Portfolio. Such distributions will be pro rata among the Portfolio's shareholders as certified by the Transfer Agent, and will be in cash or, if the Portfolio so orders, in portfolio securities. Section 10 (Responsibility of Custodian) will survive any termination of this Agreement.

Successor Custodian. Upon termination hereof or the inability of State Street to continue to serve hereunder, the Trust shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 7B hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor custodian for one or more Funds or Portfolios shall be Successor Custodian is appointed by the applicable BoardBoard of Trustees of the Trust in accordance with the Trust's Declaration of Trust, the Custodian as amended, State Street shall, upon termination, deliver to such successor custodian Successor Custodian at the office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securities then held hereunder, all cash and other assets of each applicable Portfolio then the Trust deposited with or 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 Systemhereunder. If no such successor custodian shall be Successor Custodian is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to the Trust's Declaration of Trust and By-Laws, as amended, deliver at the office of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor custodian Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 $25,000,0005,000,000, all securities, funds cash and other properties held by the Custodian hereunder State Street and all instruments held by the Custodian it 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 SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this AgreementTrust's Declaration of Trust and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian State Street after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy above referred to, or of the Trust's Board of Trustees to appoint a successor custodianSuccessor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securitiesperiod, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of Provident to continue to serve hereunder, the Fund shall pay to Provident such compensation as may be due for services through the date of such termination and shall likewise reimburse Provident for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 7B hereof and such reasonable costs, expenses and disbursements as may be incurred by Provident in connection with such termination. If a successor custodian for one or more Funds or Portfolios shall be Successor Custodian is appointed by the applicable BoardBoard of Trustees of the Fund in accordance with the Fund's Declaration of Trust, the Custodian Provident shall, upon termination, deliver to such successor custodian Successor Custodian at the office of the CustodianProvident, duly properly endorsed and in the proper form for transfer, all securities then held hereunder, all cash and other assets of each applicable Portfolio then the Fund deposited with or 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 Systemhereunder. If no such successor custodian shall be Successor Custodian is appointed, the Custodian Provident shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to the Fund's Declaration of Trust and By-Laws, as amended, deliver at the office of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor custodian Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian Provident on or before the date when such termination shall become effective, then the Custodian Provident 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 BostonCincinnati, Massachusetts, or New York, New York, Ohio of its own selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $25,000,0005,000,000, all securities, funds cash and other properties held by the Custodian hereunder Provident and all instruments held by the Custodian it 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 SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of Provident under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this AgreementFund's Declaration of Trust and By-Laws. In the event that securities, funds funds, and other properties remain in the possession of the Custodian Provident after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy above referred to, or of the Fund's Board of Trustees to appoint a successor custodianCustodian, the Custodian Provident shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian Provident shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a copy of a Certified Resolution, deliver at the office of the Custodian 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 copy of a Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable PortfolioAgreement, and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund, of one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Directors of the Fund, the Custodian shall, upon termination, promptly deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities and funds, as well as all books and records, 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, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of the Fund, deliver at the office of the Custodian and promptly transfer such securities, funds funds, books and records, and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, 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 the Custodian under this AgreementContract. The Custodian agrees to cooperate with the successor custodian and the Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointedappointed and the Fund elects to hold or maintain its assets in its own custody to the extent and in the manner provided by the 1940 Act, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board evidencing such determination, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, Portfolio and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable a Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by ---------------------- the applicable BoardBoard of Trustees of the Trust, the Custodian Chase Manhattan Bank shall, upon termination, deliver to such successor custodian at the office of the Custodiancustodian, 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 Fund's securities of each such Portfolio held in a Securities Depository or Book Entry System. If no such successor custodian shall be appointed, the Custodian The Chase Manhattan Bank shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Trust, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian The Chase Manhattan Bank on or before the date when such termination shall become be come effective, then the Custodian The Chase Manhattan Bank 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 the Custodian hereunder The Chase Manhattan Bank and all instruments held by the Custodian The Chase Manhattan 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 Fund's securities of each such Portfolio held in any Securities Depository or Book Entry System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian The Chase Manhattan Bank after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian The Chase Manhattan Bank shall be entitled to fair compensation for its services during such period as the Custodian The Chase Manhattan Bank retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian The Chase Manhattan Bank shall remain in full force and effect.

Successor Custodian. If the Board shall appoint a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Boardcustodian, the Custodian First Union shall, upon termination, deliver to such the successor custodian at the office of the Custodiancustodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio Securities it then held by it hereunder holds under this Agreement and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Fund's Securities held in a Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Fund does not deliver to First Union a Certified Resolution, deliver at the office of the Custodian 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 certified copy of a vote of the Custodian Board on or before the date when such the termination shall become effective, then the Custodian First Union 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 securitiesSecurities, funds monies, and other properties held by the Custodian hereunder Property First Union holds and all instruments held by the Custodian First Union holds relative thereto and all other property held by Property it holds under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such the successor custodian all of the securities of each such Portfolio Fund's Securities held in any Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. Thereafter, such that bank or trust company shall be the successor of the Custodian First Union under this Agreement. In If Property of the event that securities, funds and other properties remain Fund remains in the possession of the Custodian First Union after the date of termination hereof with respect to any Portfolio of this Agreement owing to the Fund's failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian First Union shall be entitled to fair compensation for its services during such the period as the Custodian First Union retains possession of such securities, funds and other properties the Property and the provisions of this Agreement relating to the duties and obligations of the Custodian First Union shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as Abank@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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Directors of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the Trust's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Trust, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Trust's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy of vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Trust, of one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Trustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Trust, deliver at the office of the Custodian and transfer such securities, funds Trusts and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 Trusts and other properties held by the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, 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 the Custodian under this AgreementContract. In the event that securities, funds Trusts and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds Trusts and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Directors of the Company, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities and funds of each applicable Portfolio then than 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 Systemhereunder. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of the Company, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract 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 the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Company to procure the Certified Resolution certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardDirectors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio securities, funds and other properties 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 Systemhereunder. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Directors of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder and all instruments held by the Custodian 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 SystemContract. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of vote referred to or of the Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Boardfor a Trust, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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 applicable Trust’s securities of each such Portfolio held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, company 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 the Custodian hereunder and all instruments held by the Custodian 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 such Trust’s securities of each such Portfolio held in any Securities SystemSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund any Trust to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities securities, funds and other properties of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If directed by the Fund, the Custodian will provide the services hereunder until a replacement custodian is in place, for a reasonable period of time not to exceed nine months, subject to the terms of this Agreement, including compensation. The Custodian will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Custodian customarily charges for such assistance. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instruction, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instruction. In the event that no written order Proper Instruction designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 $25,000,00050,000,000, all securities, funds and other properties held by the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Trust or of one or more of the Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the CustodianCustodian all property of the Trust then held by it hereunder and, in the case of securities, duly endorsed and in the form for transfer, all securities of each applicable Portfolio Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Fund held in a Securities System. The Custodian shall take all reasonable steps to assist in the transfer of the assets of the applicable Funds to the successor custodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkYork City, 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 the Custodian hereunder on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Fund and to transfer to an account of such successor custodian all of the securities of each such Portfolio Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund or one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, 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 the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one Upon the resignation or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office removal of the Custodian, 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 Participant will either accept the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt Custodian’s or Program Sponsor’s appointment of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating successor or appoint a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian 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 Systemcustodian. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the The Participant’s failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, on or before the effective date of such resignation and appointment, will constitute the Participant’s consent to the successor appointed by the Custodian or Program Sponsor. If, within thirty days after the Custodian’s resignation or receipt by it of notice of the Custodian’s removal, no person has accepted appointment as successor custodian of the Custodial Accounts involved, the Custodian may appoint such successor custodian itself or apply to a court of competent jurisdiction for the appointment of a successor custodian. The appointment of the successor custodian will become effective at the time the Custodian ceases to act. The Custodian shall promptly transfer all records pertaining thereto, provided that any successor custodian shall agree not to dispose of any such records without the Custodian’s consent. The Custodian shall not be liable for the acts or omissions of such successor whether or not it makes such appointment. The successor will have all rights, powers, privileges, liabilities and duties of the Custodian. The Custodian will assign, transfer and deliver all assets and liabilities held in the Custodial Account, in kind, directly to the successor custodian on the effective date of the resignation or as soon thereafter as practicable. The Custodian is authorized, however, to reserve such Funds as it deems advisable to provide for the payment of expenses, fees, taxes and other liabilities under this Custodial Agreement, and for the payment of all liabilities constituting a charge on or against the assets of any Custodial Account or on or against the Custodian, and where necessary may liquidate such reserved assets. Any balance of such reserve remaining after the payment of all such items shall be entitled paid over to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and successor. The successor custodian shall hold the provisions assets paid over to it under the terms of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effectCustodial Agreement.

Successor Custodian. If a successor custodian for the Fund or for one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, 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 the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one Upon the resignation or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office removal of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In and/or the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, appointment 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 the Custodian hereunder and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Participant’s continuation to maintain the Participant Account with the Custodian and Program Sponsor and failure to transition all assets out of the Participant Account (e.g., through Exchange, Transfer, Distribution, etc.) will constitute the Participant’s consent to the resignation or removal and/or appointment. If, within thirty days after the Custodian’s resignation or receipt by it of notice of the Custodian’s removal, no person has accepted appointment as successor custodian of the Custodial Accounts involved, the Custodian may appoint such successor custodian itself or apply to a court of competent jurisdiction for the appointment of a successor custodian. The appointment of the successor custodian will become effective at the time the Custodian ceases to act. The Custodian shall promptly transfer all records pertaining thereto, provided that any successor custodian shall agree not to dispose of any such records without the Custodian’s consent. The Custodian shall not be entitled to fair compensation liable for its services during such period as the Custodian retains possession acts or omissions of such securitiessuccessor whether or not it makes such appointment. The successor will have all rights, funds powers, privileges, liabilities and duties of the Custodian. The Custodian will assign, transfer and deliver all assets and liabilities held in the Custodial Account, in kind or in cash, directly to the successor custodian on the effective date of the resignation or as soon thereafter as practicable. The Custodian is authorized, however, to reserve such Funds as it deems advisable to provide for the payment of expenses, fees, taxes and other properties liabilities under this Custodial Agreement, and for the provisions payment of all liabilities constituting a charge on or against the assets of any Custodial Account or on or against the Custodian, and where necessary may liquidate such reserved assets. Any balance of such reserve remaining after the payment of all such items shall be paid over to the successor. The successor custodian shall hold the assets paid over to it under the terms of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effectCustodial Agreement.

Successor Custodian. If a successor custodian for one Upon the resignation or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office removal of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In and/or the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, appointment 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 the Custodian hereunder and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Participant’s continuation to maintain the Participant Account with the Custodian and Program Sponsor and failure to transition all assets out of the Participant Account (e.g., through Exchange, Transfer, Distribution, etc.) will constitute the Participant’s consent to the resignation or removal and/or appointment. If, within thirty days after the Custodian’s resignation or receipt by it of notice of the Custodian’s removal, no person has accepted appointment as successor custodian of the Custodial Accounts involved, the Custodian may appoint such successor custodian or apply to a court of competent jurisdiction for the appointment of a successor custodian. The appointment of the successor custodian will become effective at the time the Custodian ceases to act. The Custodian shall promptly transfer all records pertaining to the Account, provided that any successor custodian shall agree not to dispose of any such records without the Custodian’s consent. The Custodian shall not be entitled to fair compensation liable for its services during such period as the Custodian retains possession acts or omissions of such securitiessuccessor whether or not it makes such appointment. The successor will have all rights, funds powers, privileges, liabilities and duties of the Custodian. The Custodian will assign, transfer and deliver all assets and liabilities held in the Custodial Account, in kind or in cash, directly to the successor custodian on the effective date of the resignation or as soon thereafter as practicable. The Custodian is authorized, however, to reserve such Funds as it deems advisable to provide for the payment of expenses, fees, taxes and other properties liabilities under this Custodial Agreement, and for the provisions payment of all liabilities constituting a charge on or against the assets of any Custodial Account or on or against the Custodian, and where necessary may liquidate such reserved assets. Any balance of such reserve remaining after the payment of all such items shall be paid over to the successor. The successor custodian shall hold the assets paid over to it under the terms of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effectCustodial Agreement.

Successor Custodian. If a successor custodian for Fund, of one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Directors of Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities and other assets of each applicable Portfolio then held by it hereunder and it, its agents, or subcustodians hereunder, shall transfer to an account of the successor custodian or subcustodian all of the securities of each such Portfolio held in a Securities System, and shall cause all securities held by subcustodians to be transferred to the accounts of the successor custodian or its subcustodian, as the successor custodian may direct. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian Custodian, or in Custodian's account with a U.S. Securities System, after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund, of one or more Funds or of the Portfolios shall be appointed by the applicable BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 U.S. Securities SystemSystem or at the Xxxxxxxx Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, Portfolio and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any U.S. Securities SystemSystem or at the Xxxxxxxx Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services (at a rate not greater than the rate of compensation in effect immediately prior to termination) during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationnotice of such appointment and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, as may be applicable, all securities securities, funds and other properties 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutiontherewith. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, Massachusetts 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Portfolio shall be appointed by the applicable BoardPortfolio, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities investments of each applicable the Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities investments of each such the Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a instruction of the Portfolio, deliver at the office of the Custodian and transfer Portfolio such securitiesinvestments, funds and other properties in accordance with such resolutioninstruction. In the event that no written order designating a successor custodian or Certified Resolution certified copy of an instruction of the Portfolio shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, bank 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 $25,000,000100,000,000, all securitiesinvestments, funds and other properties held by the Custodian hereunder on behalf of the Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, the Portfolio and to transfer to an account of such successor custodian all of the securities investments of each such the Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securitiesinvestments, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Portfolio to procure the Certified Resolution certified copy of the instruction referred to or of the Portfolio to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securitiesinvestments, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios any Portfolio shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, Portfolio and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Customer shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each the applicable Portfolio Customer then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Customer held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of the applicable Customer, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote or approval of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Investment Company 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 the Custodian hereunder on behalf of the applicable Customer and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, such Customer and to transfer to an account of such successor custodian all of the securities of each such Portfolio Customer held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Customer to procure the Certified Resolution certified copy of the vote or approval referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable BoardBoard of Directors of the Company, the Custodian shall, upon termination, termination deliver to such successor custodian at the office of the Custodian, 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 each of the Fund's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, shall in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of the Company, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published list published, report, of not less than $25,000,000100,000,000, all securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the each Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under and pursuant to this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Company to procure the Certified Resolution certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or ------------------- Portfolios shall be appointed by the applicable Board, the Custodian State Street shall, upon termination, deliver to such successor custodian at the office of the CustodianState 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, the Custodian State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian State Street on or before the date when such termination shall become effective, then the Custodian 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 the Custodian hereunder State Street on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian State Street under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian State Street after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian State Street retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund, of one or more Funds or of the Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, 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 the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios Custodian shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian Custodian at the office offices of the Custodian, duly endorsed and in the form for transfer, all securities securities, funds and other properties of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian Custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor custodian Custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian Custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 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 $25,000,000200,000,000, all securities, funds and other properties held by the Custodian hereunder on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, the Fund and to transfer to an account of such successor custodian Custodian all of the securities of each such Portfolio the Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution referred to or of the Board to appoint a successor custodianCustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified ResolutionSpecial Instructions, deliver at the office of the Custodian 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 Special Instructions shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is company qualified to act as a “bank” as defined in custodian under 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable PortfolioAgreement, and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution Special Instructions to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Trust or of one or more Funds or of the Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the CustodianCustodian all property of the Trust then held by it hereunder and, in the case of securities, 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. The Custodian shall take all reasonable steps to assist in the transfer of the assets of the applicable Portfolios to the successor custodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkYork City, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, 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 the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationnotice of such appointment and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, as may be applicable, all securities securities, funds and other properties 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 SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutiontherewith. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable any Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.provide Proper Instructions as

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be is appointed by the applicable BoardTrustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities and other assets of each applicable Portfolio then held by it hereunder and hereunder. The Custodian shall transfer also deliver to an account of the such successor custodian all copies of such books and records relating to each Portfolio including but not limited to the securities records required to be maintained by the Custodian in accordance with the Investment Company Act of each such Portfolio held in a Securities System1940. If no such successor custodian shall be is appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Trust, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, company 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 the Custodian hereunder and all instruments held by the Custodian 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 SystemAgreement. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy of a vote of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Terminated Portfolios shall be have been appointed by the applicable BoardBoard of Trustees, the Custodian shall, upon terminationreceipt of a notice of acceptance by the successor custodian, on such specified date of termination (i) deliver directly to such successor custodian at the office of the Custodian, 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 (other than securities held in a Securities System) and cash then owned by the benefit of the Terminated Portfolios and held by the Custodian as custodian, and (ii) transfer any securities held in a Securities System to an account of or for the Terminated Portfolios at the successor custodian, provided that the Trust on behalf of the Terminated Portfolios shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. If no Upon such successor custodian shall be appointeddelivery and transfer, the Custodian shall, in like manner, upon receipt shall be relieved of a Certified Resolution, deliver at all obligations under this Agreement with respect to the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionTerminated Portfolios. In the event that no written order designating If a successor custodian or Certified Resolution shall have been delivered to is not designated by the Custodian Trust on or before the date when such of termination shall become effectivespecified pursuant to Section 9.2, then the Custodian shall have the right to deliver to a bank or trust companycompany of its own selection, which (i) is a “"bank” " as defined in the 1940 Act, (ii) has aggregate capital, surplus and undivided profits as shown on its then most recent public report of not less than $25 million, and (iii) is 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 cash and other properties property held by the Custodian hereunder and all instruments held by the Custodian 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 or for the benefit of the Terminated Portfolios at such bank or trust company all securities of each such Portfolio the Terminated Portfolios held in any a Securities System. ThereafterUpon such delivery and transfer, such bank or trust company shall be the successor of custodian for the Terminated Portfolios under this Agreement and the Custodian shall be relieved of all obligations with respect to the Terminated Portfolios under this Agreement. In If, after reasonable inquiry, the event that securitiesCustodian cannot find a successor custodian as contemplated in this Section 9.3, funds then the Custodian shall have the right to deliver to the Trust all securities and other properties remain in the possession cash of the Custodian after Terminated Portfolios and to transfer any securities held in a Securities System to an account of or for the date benefit of termination hereof the Trust. Thereafter, the Trust shall be deemed to be its own custodian with respect to any Portfolio owing to the failure securities, cash and other assets of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, Terminated Portfolios and the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession relieved of such securities, funds and other properties and the provisions of this Agreement relating all obligations with respect to the duties and obligations of the Custodian shall remain in full force and effectTerminated Portfolios under this Agreement.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver System or at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionUnderlying Transfer Agent. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts, 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSecurities. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor custodian or Certified Resolution alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfoliothe Fund, and to transfer to an account of such successor custodian all of the Fund’s securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure provide the Certified Resolution to appoint a successor custodianProper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one Upon the resignation or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office removal of the Custodian, 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 Participant will either accept the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt Custodian’s or Program Sponsor’s appointment of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating successor or appoint a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian 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 Systemcustodian. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the The Participant’s failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, on or before the effective date of such resignation and appointment, will constitute the Participant’s consent to the successor appointed by the Custodian or Program Sponsor. If, within thirty days after the Custodian’s resignation or receipt by it of notice of the Custodian’s removal, no person has accepted appointment as successor custodian of the Custodial Accounts involved, the Custodian may appoint such successor custodian or apply to a court of competent jurisdiction for the appointment of a successor custodian. The appointment of the successor custodian will become effective at the time the Custodian ceases to act. The Custodian shall promptly transfer all records pertaining to the Account, provided that any successor custodian shall agree not to dispose of any such records without the Custodian’s consent. The Custodian shall not be liable for the acts or omissions of such successor whether or not it makes such appointment. The successor will have all rights, powers, privileges, liabilities and duties of the Custodian. The Custodian will assign, transfer and deliver all assets and liabilities held in the Custodial Account, in kind, directly to the successor custodian on the effective date of the resignation or as soon thereafter as practicable. The Custodian is authorized, however, to reserve such Funds as it deems advisable to provide for the payment of expenses, fees, taxes and other liabilities under this Custodial Agreement, and for the payment of all liabilities constituting a charge on or against the assets of any Custodial Account or on or against the Custodian, and where necessary may liquidate such reserved assets. Any balance of such reserve remaining after the payment of all such items shall be entitled paid over to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and successor. The successor custodian shall hold the provisions assets paid over to it under the terms of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effectCustodial Agreement.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be is appointed by the applicable BoardTrustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities and other assets of each applicable Portfolio then held by it hereunder and hereunder. The Custodian shall transfer also deliver to an account of the such successor custodian all copies of such books and records relating to each Portfolio including but not limited to the securities records required to be maintained by the Custodian in accordance with the Investment Company Act of each such Portfolio held in a Securities System1940. If no such successor custodian shall be is appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Trust, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, company 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, 25,000,000 all securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian 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 SystemAgreement. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund Trust to procure the Certified Resolution certified copy of a vote of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.. Custodian Agreement American Independence Funds Trust and INTRUST Bank, N. A.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian 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 the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder on behalf of each applicable Portfolio and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be Custodian is appointed by the applicable BoardBoard of Trustees of the Fund, the Custodian shallwill, upon termination, deliver to such the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio securities, funds and other properties then held by it hereunder pursuant to this Agreement, and shall will transfer to an account of the successor custodian all of the each Portfolio's securities of each such Portfolio held in a Securities System. The Custodian will cooperate in assisting the successor Custodian so that it may continue any subcustodian agreement entered into by the Custodian and any subcustodian on behalf of the Fund. If no such successor custodian shall is to be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at will make the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionavailable as above to the Fund upon receipt of a certified copy of a vote of the Board of Trustees of the Fund. In the event that If no written order designating a successor custodian Custodian or Certified Resolution shall have been certified copy of a vote of the Board of Trustees is delivered to the Custodian on or before the effective date when such termination shall become effectiveof the termination, then the Custodian shall will have the right to deliver make delivery to a bank or trust company, which is a “bank” (as defined in the 1940 Act, doing business in Boston, Massachusetts, Investment Company Act of 1940) or New York, New York, trust company of its own selection, selection having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,00050,000,000, all securities, funds and other properties held by which will become the Custodian hereunder and all instruments held by the Custodian 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 the Custodian under this Agreement. In the event that the securities, funds and other properties remain in the possession of the Custodian after the termination date of termination hereof with respect due to any Portfolio owing to failure by the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodiancertified copy of the appropriate vote of the Board of Trustees, the Custodian shall will be entitled to fair compensation for its services during such the period as the Custodian during which it retains possession of such securitiesthe property, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall will remain in full force force. If during the term of this Agreement any Portfolio is liquidated pursuant to law, the Custodian will distribute the remaining assets of the Portfolio after satisfying all expenses and effectliabilities of that Portfolio. Such distributions will be pro rata among the Portfolio's shareholders as certified by the Transfer Agent, and will be in cash or, if the Portfolio so orders, in portfolio securities. Section 10 (Responsibility of Custodian - Indemnification) will survive any termination of this Agreement.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios a Portfolio shall be appointed by the applicable BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, promptly deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder for such Portfolio and shall promptly transfer to an account of the successor custodian all of the Portfolio's securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, System unless otherwise instructed by the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionFund. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, 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 the Custodian hereunder for the applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it for such Portfolio under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Portfolio's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties of a Portfolio remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. The Custodian agrees to cooperate with the successor custodian and the Fund in execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian.

Successor Custodian. If a Any successor custodian for one or more Funds or Portfolios appointed as provided in this SECTION 8 shall be appointed by execute and deliver to the applicable BoardCompanies, the Custodian shallSeasoned Warehouse Lenders, upon terminationthe Seasoned Warehouse Agent and to its predecessor custodian an instrument accepting such appointment, deliver to and thereupon the resignation or removal of the predecessor custodian shall become effective and such successor custodian, without any further act, deed or conveyance, shall become vested with all the rights and obligations of its predecessor, with like effect as if originally named as the custodian at and shall assume all the office duties and obligations in this Agreement as Seasoned Warehouse Agent (but not the duties and obligations of the Custodian, duly endorsed and in Seasoned Warehouse Agent under the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of Seasoned Warehouse Credit Agreement unless the successor custodian all is also a successor Seasoned Warehouse Agent); provided that upon the written request of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointedCompanies, the Custodian shallMajority Seasoned Warehouse Lenders or the successor custodian, in like manner, upon receipt of a Certified Resolution, the custodian ceasing to act shall execute and deliver at the office of the Custodian 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 (a) an instrument transferring to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 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 the Custodian hereunder and all instruments held by the Custodian 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 rights of each the custodian so ceasing to act and (b) to such Portfolio held successor custodian such instruments as are necessary to transfer the Collateral to such successor custodian (including assignments of all Collateral or documents related to the Collateral). Upon the request of any such successor custodian made from time to time, the Companies shall execute any and all papers which the successor custodian shall request or require to more fully and certainly vest in any Securities Systemand confirm to such successor custodian all such rights. Thereafter, No successor custodian shall accept appointment as provided in this Section unless at the time of such bank or trust company acceptance such successor custodian shall be the successor of the Custodian eligible under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Portfolio owing to the failure of the applicable Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effectSECTION 8.1.