Common use of Termination and Assignment Clause in Contracts

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s 's expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.

Termination and Assignment. 15 19 Any Fund or the Custodian may terminate this Agreement with respect to that Fund by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 60 days prior to the date upon which such termination shall take effecteffect provided that a Fund may at any time by action of its Board of Trustees or Directors immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the applicable federal regulator or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this AgreementAgreement with respect to a Fund, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete If a conversion to the newly successor custodian is appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for by a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination Fund's Board of this AgreementTrustees, the Custodian shall deliverwill, upon termination, deliver to such successor custodian, at the terminating party’s 's expense, duly endorsed and in the form for transfer, all securities and other Assets of the Fund then held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructionshereunder. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In connection with the transfer of a Fund's Assets to a successor Custodian, the Custodian agrees to make the records relating to a Fund maintained in accordance with Section 4(v) of this Agreement available under the terms set forth in Section 4(v). In the event that for any reason Securities or securities and other Assets remain in the possession of the Custodian after the date such of termination shall take effecthereof owing to failure of a Fund to appoint a successor custodian, the Custodian shall be entitled to compensation at for its services in accordance with the same rates fee schedule most recently in effect, for such period as agreed the Custodian retains possession of such securities and other Assets, and the provisions of this Agreement relating to by the duties and obligations of the Custodian and the Funds during the term of this Agreement as set forth Fund shall remain in Section 11full force and effect for such period. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other, duly authorized by a resolution by its Board of Directors or Trustees.

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 30 days of notice of such breach to the breaching party. In addition, a Fund may, at any time, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s 's expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of terminationtermination and with respect to any of its obligations that survive termination of this Agreement pursuant to Section 19(i). In the event that for For so long as any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement with respect to that Fund by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 60 days prior to the date upon which such termination shall take effecteffect provided that a Fund may at any time by action of its Board of Trustees or Directors immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the applicable federal regulator or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this AgreementAgreement with respect to a Fund, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete If a conversion to the newly successor custodian is appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for by a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination Fund’s Board of this AgreementTrustees, the Custodian shall deliverwill, upon termination, deliver to such successor custodian, at the terminating party’s expense, duly endorsed and in the form for transfer, all securities and other Assets of the Fund then held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructionshereunder. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In connection with the transfer of a Fund’s Assets to a successor Custodian, the Custodian agrees to make the records relating to a Fund maintained in accordance with Section 4(v) of this Agreement available under the terms set forth in Section 4(v). In the event that for any reason Securities or securities and other Assets remain in the possession of the Custodian after the date such of termination shall take effecthereof owing to failure of a Fund to appoint a successor custodian, the Custodian shall be entitled to compensation at for its services in accordance with the same rates fee schedule most recently in effect, for such period as agreed the Custodian retains possession of such securities and other Assets, and the provisions of this Agreement relating to by the duties and obligations of the Custodian and the Funds during the term of this Agreement as set forth Fund shall remain in Section 11full force and effect for such period. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other, duly authorized by a resolution by its Board of Directors or Trustees.

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s 's expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In Notwithstanding the event that for any reason Securities or other Assets remain notice period specified in the possession of the Custodian after the date such termination shall take effectthis section, the Custodian shall will be entitled deemed to compensation at be in default of this Agreement, and the same rates as agreed to by Agreement will terminate immediately, if the Custodian and fails to satisfy the Funds during requirements of Section 17(f) of the term Investment Company Act of this Agreement as set forth 1940; the Custodian enters Federal Deposit Insurance Corporation receivership; the Custodian becomes insolvent or makes a general assignment for the benefit of creditors; if a petition in Section 11. This Agreement may not be assigned bankruptcy is filed by the Custodian or any Fund without such petition is filed against the respective consent Custodian and not opposed by the Custodian; or if a receiver or someone acting in that capacity (permanent or temporary) of the other.Custodian's assets

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Each Fund and the Custodian shall act in good faith and use best efforts to complete a conversion to a successor custodian within the 90-day notice period. The Custodian also agrees to reasonably cooperate with the successor custodian and the Fund in the execution of such documents and the performance of such other necessary actions as may reasonably be requested by the successor custodian or the Fund in order to substitute the successor custodian for the Custodian. Upon such deliverydelivery of all Assets and records, , the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other, which shall not be unreasonably withheld.

Termination and Assignment. Any Fund Fund, the Administrator or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other parties not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund Administrator shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. The Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 4 of this Agreement) as reasonably requested by the Fund. The Custodian also agrees to reasonably cooperate with the successor custodian and the Fund in the execution of such documents and the performance of such other necessary actions as may reasonably be requested by the successor custodian or the Fund in order to substitute the successor custodian for the Custodian, provided, however, that any special or unduly burdensome arrangements, and any expenses associated therewith, shall be subject to discussion by the parties. Upon such deliverydelivery of all Assets and records, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.

Termination and Assignment. Any The Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other (a) not less than 90 days prior to the date upon which such termination shall take effecteffect or (b) within thirty days of the Fund’s Board’s organizational meeting if this Agreement is not approved by the Fund’s Board at such organizational meeting. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement at any time without notice if the breach is not cured within thirty (30) days after the breaching party becomes aware of such material breach. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such the Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds Fund during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any the Fund without the respective consent of the other.

Termination and Assignment. Any Fund or the Custodian Either party may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon The Trust may terminate this Agreement with respect to one or more Funds by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Following notice of termination but prior to and including the actual termination of this Agreement, the appropriate same terms and conditions set forth elsewhere in this Agreement shall apply to the relationship between the parties. The Custodian shall maintain the same level of service provided to the Trust prior to termination following notice of termination by the Trust. Upon termination of this Agreement with respect to a Fund, (a) the Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund incurred and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60b) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s 's expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund Trust by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement with respect to the Fund except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession The termination of this Agreement as to less than all of the Custodian after Funds shall not affect the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by obligations of the Custodian and the Trust with respect to the remaining Funds during the term of this Agreement hereunder as set forth in Section 11Appendix B as revised from time to time. This Agreement may not be assigned by the Custodian or any Fund a party without the respective consent of the other, duly authorized by a resolution by its Board of Directors or Trustees.

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 30 days of notice of such breach to the breaching party. In addition, a Fund may, at any time, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of terminationtermination and with respect to any of its obligations that survive termination of this Agreement pursuant to Section 19(i). In the event that for For so long as any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement at any time without notice if the breach is not cured within thirty (30) days after the breaching party becomes aware of such material breach. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s 's expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.. EXECUTION COPY

Termination and Assignment. Any Fund or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Notwithstanding the foregoing, either party may terminate this Agreement at any time in the event the other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy or insolvency or other similar law, or of the appointment of a conservator or receiver for the other party by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement, the appropriate Fund shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s 's expense, all Assets held by it hereunder to a successor custodian designated by the Fund or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund by Special Instructions. The parties hereto shall cooperate in the execution of all documents and performance of all other actions necessary or desirable in order to facilitate the succession of the new custodian. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund without the respective consent of the other.

Termination and Assignment. Any Fund The Company or the Custodian may terminate this Agreement by notice in writing, delivered or mailed, postage prepaid (certified mail, return receipt requested) to the other not less than 90 days prior to the date upon which such termination shall take effect. Upon termination of this Agreement, the appropriate Fund Company shall pay to the Custodian such fees as may be due the Custodian hereunder as well as its reimbursable disbursements, costs and expenses paid or incurred. The Fund and Custodian shall act in good faith and use best efforts to complete a conversion to the newly appointed custodian within the 90-day notice period. However, in the event such conversion cannot be completed within such time period, Custodian shall continue to act as Custodian and shall be entitled to the applicable fees hereunder for a period not to exceed an additional sixty (60) days after the 90-day notice period has expired. Upon termination of this Agreement, the Custodian shall deliver, at the terminating party’s 's expense, all Assets held by it hereunder to a successor custodian designated by the Fund Company or, if a successor custodian is not designated, then to the appropriate Fund or as otherwise designated by such Fund the Company by Special Instructions. If no successor custodian has been appointed and no Special Instructions have been delivered to the Custodian on or before the termination of this Agreement, 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, of its own selection, all cash and all securities and other Assets of the Company then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all of the securities and other Assets of the Company held in any U.S. Securities System or Foreign Securities System. Upon such delivery, the Custodian shall have no further obligations or liabilities under this Agreement except as to the final resolution of matters relating to activity occurring prior to the effective date of termination. In the event that for any reason Securities or other Assets remain in the possession of the Custodian after the date such termination shall take effect, the Custodian shall be entitled to compensation at the same rates as agreed to by the Custodian and the Funds Company during the term of this Agreement as set forth in Section 11. This Agreement may not be assigned by the Custodian or any Fund the Company without the respective consent of the other.