Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund's Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund's Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund's Portfolios remain in the posse...
Termination of Agreement as to One or More Funds. The initial term of this Agreement shall be for a period of three (3) years following the date on which the Custodian commenced providing services under this Agreement; provided that the Agreement may be terminated immediately without penalty at any time during the initial term upon written notice to the other party in the event of (i) fraud, willful default or willful misconduct by the other party or (ii) a material breach of this Agreement (including a material breach of the Custodian’s standard of care under Section 6.01(a) of this Agreement) by the other party that has not been cured within thirty (30) days’ of that party being given written notice of the material breach or (iii) the terminating party’s determination that there is a reasonable basis to conclude that the other party is insolvent or that the financial condition of the other party is deteriorating in any material respect. Notwithstanding the foregoing, this Agreement may be terminated by the Funds at any time during the initial term other than for the reasons set forth under (i), (ii) or (iii) above upon sixty (60) days’ written notice to the Custodian and, if such termination occurs during the first three (3) years of such initial term, payment of a termination fee equal to $750,000. Following the initial term, this Agreement shall automatically renew for successive one year terms unless terminated by either party by written notice delivered or mailed to the other party ninety (90) days prior to the expiration of the then current term. Either party may terminate this Agreement at any time following the initial term by written notice delivered to the other party, based upon the such party’s determination that the terminated party has ceased to satisfy the terminating party’s customary credit requirements, such termination to take effect not sooner than sixty (60) days after the date of such delivery. In the event of termination pursuant to this Section 8.01 by any Fund, each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. In the event of a termination by a Fund or the Custodian, each Fund shall identify in any notice of termination or in a subsequent writing, a successor custodian or custodians to which the Property of the Terminating Fund shall, upon termination of this Agreement wi...
