Common use of Transition Assistance Clause in Contracts

Transition Assistance. (a) In the event the Fund or any Index Series terminates the Agreement or any Account in accordance with Section 16.1(b), 16.1(c)(i)-(iv) or 16.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s (or Index Series’) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund (“Transfer”); (ii) the Bank will provide such reasonably necessary transition assistance (the “Transition Assistance”). The Bank will fully cooperate with the Fund and will provide such reasonable assistance as directed by Fund to effectively transition the services provided by the Bank to the Fund under this Agreement to a successor entity (or entities) as designated by the Fund in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds from Bank’s custody to the successor’s custody. During such transition period, the Fund will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the Fund; (iii) Bank and Fund shall negotiate in good faith to agree on a plan for the orderly transition of the Fund to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and (iv) Fund shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund or any Index Series terminates the Agreement or any Account in accordance with Section 16.1(b), 16.1(c)(i)-(iv16.1(c)(i)-(ii) or 16.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s (or Index Series’) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund (“Transfer”); (ii) the Bank will provide such reasonably necessary transition assistance (the “Transition Assistance”). The Bank will fully cooperate with the Fund and will provide such reasonable assistance as directed by Fund to effectively transition the services provided by the Bank to the Fund under this Agreement to a successor entity (or entities) as designated by the Fund in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds from Bank’s custody to the successor’s custody. During such transition period, the Fund will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the Fund; (iii) Bank and Fund shall negotiate in good faith to agree on a plan for the orderly transition of the Fund to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund shall, in the event Transition Assistance is required for more than twenty-four six (2426) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund or any Index Series terminates the Agreement or any Account in accordance with Section 16.1(b), 16.1(c)(i)-(iv16.1(c)(i)-(ii) or 16.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s (or Index Series’) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund (“Transfer”); (ii) the Bank will provide such reasonably necessary transition assistance (the “Transition Assistance”). The Bank will fully cooperate with the Fund and will provide such reasonable assistance as directed by the Fund to effectively transition the services provided by the Bank to the Fund under this Agreement to a successor entity (or entities) as designated by the Fund in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from Bank’s custody to the successor’s custody. During such transition period, the Fund will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the Fund; (iii) Bank and the Fund shall negotiate in good faith to agree on a plan for the orderly transition of the Fund to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) The Fund shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund or any Index Series terminates the Agreement or any Account in accordance with Section 16.1(b7.1(b), 16.1(c)(i)-(iv7.1(c)(i)-(iv) or 16.1(d7.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s (or Index Series’) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements Agreements, directly to such successor custodian appointed by the Fund (“Transfer”); (ii) the Bank will provide such reasonably necessary transition assistance (the “Transition Assistance”). The Bank will fully cooperate with the Fund and will provide such reasonable assistance as directed by Fund to effectively transition the services provided by the Bank to the Fund under uuder this Agreement to a successor entity (or entities) as designated by the Fund in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds from Bank’s custody to the successor’s custody’s. During such transition period, the Fund will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the Fund; (iii) Bank and Fund shall negotiate in good faith to agree on a plan for the orderly transition of the Fund to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund or any Index Series BGI terminates the Agreement or any Account Portfolio in accordance with Section 16.1(b6.1(b), 16.1(c)(i)-(iv6.1(c)(i)-(iv) or 16.1(d6.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash property and the delivery of all assets in of BGI and the Fund’s (or Index Series’) accounts Portfolios as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such the successor custodian appointed administrator selected by BGI or the Fund Portfolios, as applicable (“"Transfer”"); (ii) the Bank will provide such reasonably necessary transition assistance (the “"Transition Assistance”"). The Bank will fully cooperate with the Fund BGI and will provide such reasonable assistance as directed by Fund BGI to effectively transition the services provided by the Bank to the Fund BGI under this Agreement to a successor entity (or entities) as designated by the Fund BGI in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from Bank’s 's custody to the successor’s 's custody. During such transition period, the Fund BGI will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the FundBGI; (iii) Bank and Fund BGI shall negotiate in good faith to agree on a plan for the orderly transition of the Fund BGI to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund BGI shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund BGI and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund or any Index Series BGI terminates the Agreement or any Account Portfolio in accordance with Section 16.1(b6.1(b), 16.1(c)(i)-(iv6.1(c)(i)-(iv) or 16.1(d6.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash property and the delivery of all assets in of BGI and the Fund’s (or Index Series’) accounts Portfolios as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such the successor custodian appointed administrator selected by BGI or the Fund Portfolios, as applicable (“Transfer”); (ii) the Bank will provide such reasonably necessary transition assistance (the “Transition Assistance”). The Bank will fully cooperate with the Fund BGI and will provide such reasonable assistance as directed by Fund BGI to effectively transition the services provided by the Bank to the Fund BGI under this Agreement to a successor entity (or entities) as designated by the Fund BGI in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from Bank’s custody to the successor’s custody. During such transition period, the Fund BGI will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the FundBGI; (iii) Bank and Fund BGI shall negotiate in good faith to agree on a plan for the orderly transition of the Fund BGI to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund BGI shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund BGI and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund Trust or any Index Series Fund terminates the this Agreement or any Account in accordance with Section 16.1(b), 16.1(c)(i)-(iv) or 16.1(d)19.1, or upon the expiration of the Initial Term or any Renewal Term and non-renewal of the this Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s Trust's (or Index Series’Fund's) accounts as to which the this Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund Trust (“"Transfer”"); (ii) the Bank will provide such reasonably necessary transition assistance as described below in this Section 19.2 (the “"Transition Assistance”"). The Bank will fully cooperate with the Fund Trust and will provide such reasonable assistance as directed by Fund Trust to effectively transition the services provided by the Bank to the Fund Trust under this Agreement to a successor entity (or entities) as designated by the Fund Trust in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from Bank’s 's custody to the successor’s 's custody. During such transition period, the Fund Trust will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedulefee schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services Assistance for a period of up to twenty-four (24) months as requested by the FundTrust; (iii) The Bank and Fund the Trust shall negotiate in good faith to agree on a plan for the orderly transition of the Fund Trust to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund The Trust shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund Trust and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of the Bank involved in the provision of Transition ServicesAssistance.

Transition Assistance. (a) In the event the Fund Trust or any Index Series Fund terminates the Agreement or any Account in accordance with Section 16.1(b14.1(b), 16.1(c)(i)-(iv14.1(c)(i)-(iv) or 16.1(d14.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the FundTrust’s (or Index Series’Fund’s) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund Trust (“Transfer”); (ii) the Bank will provide such reasonably necessary transition assistance (the “Transition Assistance”). The Bank will fully cooperate with the Fund Trust and will provide such reasonable assistance as directed by Fund Trust to effectively transition the services provided by the Bank to the Fund Trust under this Agreement to a successor entity (or entities) as designated by the Fund Trust in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from Bank’s custody to the successor’s custody. During such transition period, the Fund Trust will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the FundTrust; (iii) Bank and Fund Trust shall negotiate in good faith to agree on a plan for the orderly transition of the Fund Trust to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund Trust shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund Trust and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund Trust or any Index Series Fund terminates the Agreement or any Account in accordance with Section 16.1(b14.1(b), 16.1(c)(i)-(iv14.1(c)(i)-(iv) or 16.1(d14.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s Trust's (or Index Series’Fund's) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund Trust (“"Transfer”"); (ii) the Bank will provide such reasonably necessary transition assistance (the “"Transition Assistance”"). The Bank will fully cooperate with the Fund Trust and will provide such reasonable assistance as directed by Fund Trust to effectively transition the services provided by the Bank to the Fund Trust under this Agreement to a successor entity (or entities) as designated by the Fund Trust in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from Bank’s 's custody to the successor’s 's custody. During such transition period, the Fund Trust will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the FundTrust; (iii) Bank and Fund Trust shall negotiate in good faith to agree on a plan for the orderly transition of the Fund Trust to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund Trust shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund Trust and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund or any Index Series terminates the Agreement or any Account in accordance with Section 16.1(b7.1(b), 16.1(c)(i)-(iv7.1(c)(i)-(ii) or 16.1(d7.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s (or Index Series’) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements Agreements, directly to such successor custodian appointed by the Fund (“Transfer”); (ii) the Bank will provide such reasonably necessary transition assistance (the “Transition Assistance”). The Bank will fully cooperate with the Fund and will provide such reasonable assistance as directed by Fund to effectively transition the services provided by the Bank to the Fund under this Agreement to a successor entity (or entities) as designated by the Fund in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds from Bank’s custody to the successor’s custody’s. During such transition period, the Fund will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four six (2426) months as requested by the Fund; (iii) Bank and Fund shall negotiate in good faith to agree on a plan for the orderly transition of the Fund to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund shall, in the event Transition Assistance is required for more than twenty-four six (2426) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund or any Index Series terminates the Agreement or any Account in accordance with Section 16.1(b), 16.1(c)(i)-(iv16.1(c)(i)-(ii) or 16.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s (or Index Series’) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund (“Transfer”); (ii) the Bank will provide such reasonably necessary transition assistance (the “Transition Assistance”). The Bank will fully cooperate with the Fund and will provide such reasonable assistance as directed by Fund to effectively transition the services provided by the Bank to the Fund under this Agreement to a successor entity (or entities) as designated by the Fund in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds from Bank’s custody to the successor’s custody. During such transition period, the Fund will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the Fund; (iii) Bank and Fund shall negotiate in good faith to agree on a plan for the orderly transition of the Fund to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event the Fund Trust or any Index Series Portfolio terminates the this Agreement or any Account in accordance with Section 16.1(b), 16.1(c)(i)-(iv) or 16.1(d)14.1, or upon the expiration of the Initial Term or any Renewal Term and non-renewal of the this Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s Trust's (or Index Series’Portfolio's) accounts as to which the this Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund Trust (“"Transfer”"); (ii) the Bank will provide such reasonably necessary transition assistance as described below in this Section 14.2 (the “"Transition Assistance”"). The Bank will fully cooperate with the Fund Trust and will provide such reasonable assistance as directed by Fund the Trust to effectively transition the services provided by the Bank to the Fund Trust under this Agreement to a successor entity (or entities) as designated by the Fund Trust in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from the Bank’s 's custody to the successor’s 's custody. During such transition period, the Fund Trust will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedulefee schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services Assistance for a period of up to twenty-four (24) months as requested by the FundTrust; (iii) The Bank and Fund the Trust shall negotiate in good faith to agree on a plan for the orderly transition of the Fund Trust to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund The Trust shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund Trust and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of the Bank involved in the provision of Transition ServicesAssistance.

Transition Assistance. (a) In the event the Fund Trust or any Index Series Fund terminates the Agreement or any Account in accordance with Section 16.1(b19.1(b), 16.1(c)(i)-(iv19.1(c)(i)-(iv) or 16.1(d19.1(d), or upon the expiration and non-renewal of the Agreement: (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash and the delivery of all assets in the Fund’s Trust's (or Index Series’Fund's) accounts as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such successor custodian appointed by the Fund Trust (“"Transfer”"); (ii) the Bank will provide such reasonably necessary transition assistance (the “"Transition Assistance”"). The Bank will fully cooperate with the Fund Trust and will provide such reasonable assistance as directed by Fund Trust to effectively transition the services provided by the Bank to the Fund Trust under this Agreement to a successor entity (or entities) as designated by the Fund Trust in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from Bank’s 's custody to the successor’s 's custody. During such transition period, the Fund Trust will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the FundTrust; (iii) Bank and Fund Trust shall negotiate in good faith to agree on a plan for the orderly transition of the Fund Trust to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund Trust shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund Trust and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.

Transition Assistance. (a) In the event BGFA terminates this Agreement with respect to the Fund Trust or any Index Series terminates the Agreement or any Account Portfolio in accordance with Section 16.1(b), 16.1(c)(i)-(iv) or 16.1(d)8, or upon the expiration of the Initial Term or any Renewal Term and non-renewal of the this Agreement: (i) the Bank Sub-Administrator will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash property and the delivery of all assets in of BGFA and the Fund’s (or Index Series’) accounts Portfolios as to which the this Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements Agreement(s), directly to such the successor custodian appointed administrator selected by BGFA or the Fund Trust, as applicable (“"Transfer”"); (ii) the Bank Sub-Administrator will provide such reasonably necessary transition assistance assistance, as described below in this Section 9 (the “"Transition Assistance”"). The Bank Sub-Administrator will fully cooperate with the Fund BGFA and will provide such reasonable assistance as directed by Fund BGFA to effectively transition the services provided by the Bank Sub-Administrator to the Fund BGFA under this Agreement to a successor entity (or entities) as designated by the Fund BGFA in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of funds from the Funds from Bank’s Sub-Administrator's custody to the successor’s 's custody. During such transition period, the Fund BGFA will continue to pay the Bank Sub-Administrator the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank Sub-Administrator shall provide Transition Services Assistance for a period of up to twenty-four (24) months as requested by the FundBGFA; (iii) Bank the Sub-Administrator and Fund BGFA shall negotiate in good faith to agree on a plan for the orderly transition of BGFA and the Fund Trust to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and; (iv) Fund BGFA shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank Sub-Administrator an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and (v) The Fund BGFA and the Bank Sub-Administrator will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank the Sub-Administrator involved in the provision of Transition ServicesAssistance.

Transition Assistance. (a) In the event the Fund or any Index Series BGI terminates the Agreement or any Account Portfolio in accordance with Section 16.1(b6.1(b), 16.1(c)(i)-(iv6.1(c)(i)-(iv) or 16.1(d6.1(d), or upon the expiration and non-renewal of the Agreement: : (i) the Bank will immediately upon receipt of notice of termination or non-renewal, commence and prosecute diligently to completion the transfer of all cash property and the delivery of all assets in of BGI and the Fund’s (or Index Series’) accounts Portfolios as to which the Agreement is terminated, duly endorsed, and all records maintained under the terms hereof and of the Service Level Agreements directly to such the successor custodian appointed administrator selected by BGI or the Fund Portfolios, as applicable (“"Transfer”"); ; (ii) the Bank will provide such reasonably necessary transition assistance (the “"Transition Assistance”"). The Bank will fully cooperate with the Fund BGI and will provide such reasonable assistance as directed by Fund BGI to effectively transition the services provided by the Bank to the Fund BGI under this Agreement to a successor entity (or entities) as designated by the Fund BGI in its sole discretion, including but not limited to using its commercially reasonable efforts to provide for an orderly transition of the Funds funds from Bank’s 's custody to the successor’s 's custody. During such transition period, the Fund BGI will continue to pay the Bank the fees applicable to such services set forth in the then-current Fee Schedule, plus an amount calculated based on additional time and materials outside the usual services provided under this Agreement and required to effect the conversion of the services to a successor service provider. The Bank shall provide Transition Services for a period of up to twenty-four (24) months as requested by the Fund; BGI; (iii) Bank and Fund BGI shall negotiate in good faith to agree on a plan for the orderly transition of the Fund BGI to a successor service provider by no later than sixty (60) days after the date of termination or non-renewal; and (iv) Fund BGI shall, in the event Transition Assistance is required for more than twenty-four (24) months from the date of termination, pay the Bank an annual bonus on a monthly basis in an amount equal to 5% of the aggregate fees being charged as of the date of termination; and and (v) The Fund BGI and the Bank will take all reasonably necessary steps as mutually agreed by the Parties, to assure the retention of key employees of Bank involved in the provision of Transition Services.. 3 <PAGE> 6.3