Common use of Termination and Amendment Clause in Contracts

Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust shall not act under Section 8 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust by giving notice as described above to U.S. Trust, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for U.S. Trust by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to U.S. Trust such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust for its costs, expenses and disbursements.

Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust shall not act under Section 8 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry 24 System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust by giving notice as described above to U.S. Trust, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for U.S. Trust by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to U.S. Trust such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of to the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 II.L. hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section II.L.1 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an annual initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed approved the initial use of the Direct Paper System by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedPortfolio; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty one hundred twenty (30120) days after the date of such delivery or mailing; provided; however, however that U.S. Trust the Custodian shall not act under Section 8 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has have approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has Trustees have reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Agreement and Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of to the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 II.L. hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section II.L.1 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the Provisions of the Custodian Contract shall remain in full force and effect.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of to the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 II.L.1 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section II.L.l hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio, as required by Rule 17f-4 under the 1940 Act and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an annual initial certificate of the Secretary or an Assistant Secretary that the Board has approved the initial use of Directors has reviewed the use Direct Paper System by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedPortfolio; provided furtherfit, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its the Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of-the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section 2.11.A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, (b) that the Fund may at any time by action of its Board of Directors Director (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust by the Comptroller of the Currency Custodian or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of to the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 II.L. hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section II.L.l hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursementsdisbursenents." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of to the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 II.L. hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section II.L.l hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, further however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain In full force and effect.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; providedProvided, -------- however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund such Portfolio of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall -------- ------- not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however however, that U.S. The Trust Company shall not act under Section 8 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. The Trust Company by giving notice as described above to U.S. TrustThe Trust Company, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for U.S. The Trust by the Comptroller of the Currency Company or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to U.S. The Trust Company such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. The Trust Company for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund such Portfolio of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not with respect to a Portfolio act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, however that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; providedPROVIDED, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an annual initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed approved the initial use of the Direct Paper System by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedPortfolio; provided furtherPROVIDED FURTHER, however, that the Fund neither party shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.8 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund Trustees has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.9 hereof in the absence of receipt of an annual initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed approved the initial use of the Direct Paper System by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedPortfolio; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Articles Fund's Declaration of IncorporationTrust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust shall not act under Section 8 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust by giving notice as described above to U.S. Trust, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for U.S. Trust by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to U.S. Trust such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust for its costs, expenses and disbursements.

Termination and Amendment. 21. We reserve the right, in our discretion, without notice, to suspend sales or withdraw the offering of Shares entirely. Either party hereto may terminate this Agreement, without cause, upon ten (10) days' written notice to the other party. We may terminate this Agreement for cause upon the violation by you of any of the provisions hereof, such termination to become effective on the date such notice of termination is mailed to you. This Agreement shall become effective as terminate automatically if either party ceases to be a member of its executionthe FINRA. We may terminate the Agreement by written notice immediately upon your suspension from the FINRA or any stock exchange of which you are a member for violation of any applicable federal or state law, shall continue in full force rule or regulation. Also, the sales charges, discounts, commissions or other concessions and effect until terminated as hereinafter provided, may be amended service fees of any kind provided for hereunder are subject to change at any time by mutual agreement the Funds and us. 22. The provisions of this Agreement that pertain to the payment of shareholder service fees and distribution fees under Rule 12b-l shall remain in effect only so long as such continuance is specifically approved at least annually by the Trustees of each of the parties hereto and Funds in conformity with Rule 12b-l under the Investment Company Act of 1940 (the "1940 Act"). This Agreement shall automatically terminate in the event of its assignment (as defined by the 1940 Act). In addition, this Agreement may be terminated at any time, without the payment of any penalty, by either party by an instrument in writing delivered or mailed, postage prepaid upon written notice to the other party, such termination or, as provided in Rule 12b-1 under the 1940 Act, by the Trustees of any Fund or by the vote of the holders of the outstanding voting securities of any Fund. 23. In addition to take effect amendments made pursuant to Paragraph 19 of this Agreement, this Agreement also may be amended by us from time to time by the following procedure. We will mail a copy of the amendment to your address, as shown above. If you do not sooner than object to the amendment within thirty (30) days after its receipt, the amendment will become part of the Agreement. Your objection must be in writing and be received by us within such thirty days. I. ANTI-MONEY LAUNDERING, PRIVACY AND CONFIDENTIALITY 24. You represent and warrant that you are currently in compliance, and will remain in compliance, with all applicable anti-money laundering laws, regulations and requirements. In addition, you represent and warrant that you have adopted and implemented policies and procedures reasonably designed to achieve compliance with the applicable requirements administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. 25. The parties hereto acknowledge that any nonpublic personal information of customers, as said terms are defined by applicable law or regulation promulgated under Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999, as amended (the "GLB Act"), will be disclosed or utilized solely to carry out the terms of this Agreement or pursuant to an exception contained in any applicable law or regulation promulgated under the GLB Act. You represent and warrant that you are currently in compliance, and will remain in compliance, with all applicable laws, rules and regulations relating to consumer privacy including, but not limited to, Regulation S-P. 26. Each party acknowledges and agrees that any and all technical or business information, including without limitation financial information, business and marketing strategies and plans, that is disclosed to the other party or is otherwise obtained by such party or its affiliates or agents during the term of this Agreement (the "Proprietary Information") constitutes the valuable property of the other party. Each party agrees that should it come into possession of Proprietary Information of the other party, it will use its best efforts to hold such information in confidence and shall refrain from using, disclosing or distributing any such information except (i) as may be necessary in the ordinary course of performing the services and transactions contemplated by this Agreement; (ii) with the written consent of the other party; or (iii) as required by law or judicial process. Proprietary Information shall not include information that a party to this Agreement can clearly establish was (i) known to it prior to the date of such delivery or mailingthis Agreement; provided, however that U.S. Trust shall not act under Section 8 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust by giving notice as described above to U.S. Trust, or (ii) immediately terminate rightfully acquired by it from a third party whom it reasonably believes was not under an obligation of confidentiality to the other party to this Agreement Agreement; (iii) placed in public domain without its fault or the event fault of the appointment of a conservator its affiliates; or receiver for U.S. Trust (iv) independently developed by the Comptroller party without reference or reliance upon Proprietary Information. The provisions of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon this section shall survive termination of the this Agreement, the Fund shall pay to U.S. Trust such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of to the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 II.L. hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section II.L.1 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretar or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements". Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund such Portfolio of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not with respect to a Portfolio act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of to the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 II.L. hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section II.L.1 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to the Trust act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund Trust has approved the initial use by each Portfolio of a particular Securities Depository or Book Entry System as required by Rule f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.10A hereof in the absence of receipt of an annual initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed approved the initial use by each Portfolio of the Fund of Direct Paper System by such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedPortfolio; provided further, however, that the Fund Trust shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund Trust may at any time by action of its Board of Directors Trustees (i) with respect to any Portfolio substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund Trust shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund such Portfolio of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not with respect to a Portfolio act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdictionjuris- diction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination termiantion and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary of the Fund that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry SystemFund, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended, and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary of the Fund that the Board of Directors of the Fund has approved the initial use of the Direct Paper System by the Fund; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty sixty (3060) days after the date of such delivery or mailing; providedPROVIDED, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an annual initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed approved the initial use of the Direct Paper System by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedPortfolio; provided furtherPROVIDED FURTHER, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an annual initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed approved the initial use of the Direct Paper System by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedPortfolio; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; : provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund such Portfolio of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not with respect to a Portfolio act under Section 2.12A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the" Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section 2.10.A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect.

Termination and Amendment. This Agreement contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by be either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has have approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has Trustees have reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section 2.12.A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Trustees have approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Trustees have reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to U.S. Trust such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of to the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 II.L. hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and that the Custodian shall not act under Section II.L.l hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement act in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, that the Fund may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency Currency, the Federal Deposit Insurance Corporation or the Commissioner of Banks for the Commonwealth of Massachusetts or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not act under Section 8 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees of the Fund Trust has approved the initial use of a particular Securities Depository or Book Entry System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors Trustees has reviewed the use by the Fund Trust of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedamended and; provided further, however, (a) that the Fund Trust shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles Declaration of IncorporationTrust, and further provided, (b) that the Fund Trust may at any time by action of its Board of Directors Trustees (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust by the Comptroller of the Currency Custodian or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund Trust shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.

Termination and Amendment. This Agreement Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that U.S. Trust the Custodian shall not with respect to a Portfolio act under Section 8 2. l 0 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities Depository or Book Entry System by such Portfolio, as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an annual initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed approved the initial use of the Direct Paper System by the Fund of such Securities Depository and/or Book Entry System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amendedPortfolio; provided further, however, that the Fund shall not amend or terminate this Agreement Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Directors (i) substitute another bank or trust company for U.S. Trust the Custodian by giving notice as described above to U.S. Trustthe Custodian, or (ii) immediately terminate this Agreement Contract in the event of the appointment of a conservator or receiver for U.S. Trust the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the AgreementContract, the Fund on behalf of each applicable Portfolio shall pay to U.S. Trust the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse U.S. Trust the Custodian for its costs, expenses and disbursements.