Common use of Successor Custodian Clause in Contracts

Successor Custodian. If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund’s investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Fund shall be appointed by the BoardBoard of such Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities, funds and other properties of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Fund held in a U.S or Foreign Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote resolution of the Board, certified by the secretary or an assistant secretary Board of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote resolution of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Fund held in any U.S. or Foreign Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to a Fund owing to failure of the Fund to procure the certified copy of the vote resolution referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors/Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors/Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors/Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors/Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund’s Fund`s investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s Fund`s investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund’s 's investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s 's investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination with respect to the applicable Fund, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Investment Company Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Fund owing to failure of the such Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of the applicable FundTrustees, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Fund shall be appointed by the BoardBoard of such Fund, the Custodian shall, upon termination, and upon receipt of a certified copy of such vote, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of such Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of such Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of such Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of such Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of such Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the a Fund to procure the certified copy of the vote referred to above or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian Chase shall, upon termination, deliver to such successor custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities Depository or Book Entry System. If no such successor custodian shall be appointed, the Custodian Chase shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian Chase on or before the date when such termination shall become be come effective, then the Custodian Chase shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all securities, funds and other properties held by Chase and all instruments held by Chase relative thereto and all other property held by the Custodian it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities Depository or Book Entry System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian Chase after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, Chase's sole obligation to the Custodian Fund shall be to safekeep the Fund's assets until they are transferred as directed by the Fund and Chase shall be entitled to fair compensation for its services during such period as the Custodian Chase retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian Chase's rights shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian U.S. Trust shall, upon termination, deliver to such successor custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities Depository or Book Entry System. If no such successor custodian shall be appointed, the Custodian U.S. Trust shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian U.S. Trust on or before the date when such termination shall become effective, then the Custodian U.S. Trust shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all securities, funds and other properties held by U.S. Trust and all instruments held by U.S. Trust relative thereto and all other property held by the Custodian it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities Depository or Book Entry System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian U.S. Trust after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian U.S. Trust shall be entitled to fair compensation for its services during such period as the Custodian U.S. Trust retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian U.S. Trust shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors of the Fund shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, as amended, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of the Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of each the Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors of the Fund to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian U.S. Trust shall, upon termination, deliver to such successor custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities Depository or Book Entry System. If no such successor custodian shall be appointed, the Custodian U.S. Trust shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian U.S. Trust on or before the date when such termination shall become be come effective, then the Custodian U.S. Trust shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all securities, funds and other properties held by U.S. Trust and all instruments held by U.S. Trust relative thereto and all other property held by the Custodian it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities Depository or Book Entry System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian U.S. Trust after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian U.S. Trust shall be entitled to fair compensation for its services during such period as the Custodian U.S. Trust retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian U.S. Trust shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" bank as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If Customer's Board shall appoint a successor custodian shall be appointed by the Board-------------------- custodian, the Custodian Wachovia shall, upon termination, deliver to such the successor custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all investments and other properties Securities it then held by it hereunder, holds under this Agreement and shall transfer to an account of the successor custodian all of the Fund’s investments Customer's Securities held in a Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Customer does not deliver to Wachovia a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such the termination shall become effective, then the Custodian Wachovia shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property held by the Custodian Securities, monies, and other Property Wachovia holds and all instruments Wachovia holds relative thereto and all other Property it holds under this Agreement and to transfer to an account of such the successor custodian all of the Fund’s investments Customer's Securities held in any Securities Depository, Book-Entry System; thereafter, such Eligible Securities Depository, or Eligible Foreign Custodian. Thereafter, that bank or trust company shall be the successor of the Custodian Wachovia under this Agreement. In the event that any property held pursuant to this Agreement If Property of Customer remains in the possession of the Custodian Wachovia after the date of termination hereof of this Agreement owing to Customer's failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian Wachovia shall be entitled to fair compensation for its services during such the period as the Custodian Wachovia retains possession of such property, the Property and the provisions of this Agreement relating to the duties and obligations of the Custodian Wachovia shall remain in full force and effect. This Agreement shall be binding on each of the parties' successors and assigns, but the parties agree that neither party can assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00050,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of the Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund’s 's investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s 's investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. SECTION 12.

Successor Custodian. If a successor custodian shall be is appointed by the BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities and other properties assets of the Fund then held by it hereunder, and . The Custodian shall transfer also deliver to an account of the such successor custodian all copies of such books and records relating to the Fund’s investments held in a Securities SystemFund as the Fund and Custodian may mutually agree. If no such successor custodian shall be is appointed, the Custodian shall, in like manner, upon receipt of a the certified copy of a vote of the Board, certified by the secretary or an assistant secretary Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, company doing business in BostonWilmington, Massachusetts, or New York, New YorkDelaware, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafterAgreement. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be for the Fund, or one or more of the Portfolios is appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodiancustodian, duly endorsed and in the form for transfer, all investments Securities of each applicable Portfolio then held hereunder and all other properties then property of the applicable Portfolio(s) deposited with or held by it hereunder, hereunder and Custodian shall transfer to an account be released of the successor custodian all of the Fund’s investments held in a Securities Systemduties and obligations under this agreement. If no such successor custodian shall be appointedis appointed and this agreement is terminated pursuant to Section 17 of this agreement, the Custodian shall, in like manner, at its office, upon receipt of a copy of a vote certified resolution of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties property in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote resolution of the Board of Trustees of the Fund shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, company of its own selection and having an aggregate capital, surplus, and undivided profits, qualified to act as shown by its last published report, of not less than $100,000,000a custodian under the '40 Act, all property of applicable Portfolios held by the Custodian Custodian, under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafteragreement. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the agreement and Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession released of such property, and the provisions of this Agreement relating to the all duties and obligations of the under this agreement. Alternatively, Custodian shall remain have the right to commence as action in full force the nature of an interpleader, and effectseek to deposit the property in a court of competent jurisdiction.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such votealternative arrangements. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to Proper Instructions or of the Board alternative arrangements to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Managers of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Managers of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Managers shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Managers to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the FundCompany’s investments securities held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, company of its own selection (which is bank or trust company shall be a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and Act having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000), all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Company and to transfer to an account of such successor custodian all of the FundCompany’s investments securities held in any Securities System; thereafterSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Company to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services as provided herein during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Fund held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such votealternative arrangements. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to Proper Instructions or of the Board alternative arrangements to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If Upon termination, if no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver deliver, upon prior notice to the Fund, to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and having an aggregate capitalselection, surplus, and undivided profits, as shown by its last published report, with such bank or trust company being among the top ten institutions in terms of not less than $100,000,000assets under custody in the United States according to reasonably acceptable industry rankings, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination with respect to the applicable Fund, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Fund held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Fund owing to failure of the such Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities SystemSystem unless otherwise instructed by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver delivered at the offices office of the Custodian and Custodian, transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company Trust Company shall be the successor of the Custodian under this Agreementcontract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. The Custodian agrees to cooperate with the successor custodian and the Fund in execution of documents and performance of other action necessary or desirable in order to substitute the successor custodian for the Custodian.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.of

Successor Custodian. 23. If a successor custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If the Board appoints a successor custodian shall be appointed by the Boardcustodian, the Custodian shallwill, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities and other properties assets of the Fund then held by it hereunder, and shall transfer . The Custodian will also deliver to an account of the successor custodian all of the Fund’s investments held in a Securities System. If no such successor custodian shall be appointed, copies of such books and records relating to the Fund as the Fund and Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such votemay mutually agree. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall will have been delivered to the Custodian on or before the date when such termination shall will become effective, then the Custodian shall will have the right to deliver to a bank or trust companycompany of its own selection, which that is permitted to be a "bank" as defined in custodian of the Fund's assets under the 1940 Act, doing business in Bostonall securities, Massachusetts, or New York, New York, of its own selection funds and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property other properties held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafterAgreement. Thereafter, such bank or trust company shall will be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to to, or of the Board to appoint a successor custodian, the Custodian shall will be entitled to fair compensation for its services during such period as the Custodian retains and retain possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall will remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardTrustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder for each Fund and shall transfer to an account separate accounts of the successor custodian all of the each Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Trustees of the applicable FundTrust, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement for each Fund and to transfer to an account separate accounts of such successor custodian all of the each Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Trust to procure the certified copy of the vote referred to or of the Board Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection and selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for any Portfolio shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodiansuch successor custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Investment Company Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more of the Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such votealternative arrangements. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to Proper Instructions or of the Board alternative arrangements to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more of the Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities, funds and other properties of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If directed by the Fund, the Custodian will provide the services hereunder until a replacement custodian is in place, for a reasonable period of time not to exceed nine months, subject to the terms of this Agreement, including compensation. The Custodian will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Custodian customarily charges for such assistance. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instruction, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteProper Instruction. In the event that no written order Proper Instruction designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000selection, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. The Trust on behalf of one or more of the Funds may at any time substitute another bank or trust company for the Custodian upon 30 days' written notice to the Custodian. If a successor custodian for the assets of one or more Funds shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities, monies and other properties of each applicable Fund then held by it hereunderhereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Fund, and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Fund held in a Securities System. System or at the MFSC Transfer Agent and the records described in Section 11 hereof If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds Funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, monies and other properties held by the Custodian on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Fund held in any Securities System; thereafterSystem or at the MFSC Transfer Agent and the records described in Section 11 hereof. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, monies and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Trust to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, monies and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection and selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000 all securities, all property funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Fund held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, all securities duly endorsed and in the form for transfer, and all investments and other properties property of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If this Contract is terminated and no such successor custodian shall be appointed, the Custodian shall, in like manner, as directed by vote of the holders of a majority of the outstanding shares of the stock of the Fund or upon receipt of a certified copy of a vote or resolution of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties of the Fund then held by it hereunder as specified and in accordance with such votevote or resolution. In the event that no written order designating a successor custodian or certified copy of a vote or resolution of the Fund's Board of Trustees shall have been delivered to the Custodian on or before the date when such the termination of this Contract shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, capital surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties then held by the Custodian hereunder and all instruments held by the Custodian relative hereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties of the Fund remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure deliver to the Custodian the written order or certified copy of the vote referred to above, or of the Fund's Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Fund shall be appointed by the BoardBoard of such Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities, funds and other properties of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Fund held in a U.S or Foreign Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote resolution of the Board, certified by the secretary or an assistant secretary Board of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote resolution of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Fund held in any U.S. or Foreign Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to a Fund owing to failure of the Fund to procure the certified copy of the vote resolution referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more of the Funds shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Fund held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Fund held in any Securities System; thereafterSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If In the event Party A elects to substitute another bank or trust company for the Custodian with respect to an Account, and if a successor custodian for such Account shall be appointed by the applicable Board, the Custodian shall, upon terminationnotice of such appointment and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities, funds and other properties of such Account then held by it hereunder, under the applicable Agreement and shall transfer to an account of the successor custodian all of the Fund’s investments securities of such Account held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary System or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investmentsUnderlying Transfer Agent, funds and other properties in accordance with such voteif applicable. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such substitution, or on the date on which the termination of this Contract, as the case may be, shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the applicable Account and all related instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of the applicable Account, and to transfer to an account of such successor custodian all of the Fund’s investments securities of such Account held in any Securities System; thereafterSystem or at the Underlying Transfer Agent, if applicable. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Party A to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties, and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If the Board of Directors or Trustees shall appoint a successor custodian shall be appointed by the Boardcustodian, the Custodian Wachovia shall, upon termination, deliver to such the successor custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all investments and other properties Securities it then held by it hereunder, holds under this Agreement and shall transfer to an account of the successor custodian all of the Fund’s investments 's Securities held in a Securities Depository or Book-Entry System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Fund does not deliver to Wachovia a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian of Trustees on or before the date when such the termination shall become effective, then the Custodian Wachovia shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property held by the Custodian Securities, monies, and other Property Wachovia holds and all instruments Wachovia holds relative thereto and all other Property it holds under this Agreement and to transfer to an account of such the successor custodian all of the Fund’s investments 's Securities held in any Securities Depository or Book-Entry System; thereafter. Thereafter, such that bank or trust company shall be the successor of the Custodian Wachovia under this Agreement. In If Property of the event that any property held pursuant to this Agreement Fund remains in the possession of the Custodian Wachovia after the date of termination hereof of this Agreement owing to the Fund's failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors or Trustees to appoint a successor custodian, the Custodian Wachovia shall be entitled to fair compensation for its services during such the period as the Custodian Wachovia retains possession of such property, the Property and the provisions of this Agreement relating to the duties and obligations of the Custodian Wachovia shall remain in full force and effect.

Successor Custodian. If the Board shall appoint a successor custodian shall be appointed by the Boardcustodian, the Custodian First Union shall, upon termination, deliver to such the successor custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all investments and other properties Securities it then held by it hereunder, holds under this Agreement and shall transfer to an account of the successor custodian all of the Fund’s investments 's Securities held in a Securities Depository, Book-Entry System, Eligible Securities Depository, or Eligible Foreign Custodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Fund does not deliver to First Union a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such the termination shall become effective, then the Custodian First Union shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property held by the Custodian Securities, monies, and other Property First Union holds and all instruments First Union holds relative thereto and all other Property it holds under this Agreement and to transfer to an account of such the successor custodian all of the Fund’s investments 's Securities held in any Securities Depository, Book-Entry System; thereafter, such Eligible Securities Depository, or Eligible Foreign Custodian. Thereafter, that bank or trust company shall be the successor of the Custodian First Union under this Agreement. In If Property of the event that any property held pursuant to this Agreement Fund remains in the possession of the Custodian First Union after the date of termination hereof of this Agreement owing to the Fund's failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian First Union shall be entitled to fair compensation for its services during such the period as the Custodian First Union retains possession of such property, the Property and the provisions of this Agreement relating to the duties and obligations of the Custodian First Union shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Fund shall be appointed by the BoardBoard of such Fund, the Custodian shall, upon termination, and upon receipt of a certified copy of such vote, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of such Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of such Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of such Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of such Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of such Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the a Fund to procure the certified copy of the vote referred to above or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Fund held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Company shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Company then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each the Company held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Company and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Company, and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Company held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Company to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.of

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors/Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors/Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors/Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors/Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure provide the certified copy of the vote referred to or of the Board to appoint a successor custodianProper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian under this Agreement on behalf of each applicable Portfolio and to transfer to an account of such successor custodian all of instruments held by the Fund’s investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.Custodian

Successor Custodian. If a successor custodian for the Fund shall be have ------------------- been appointed by the BoardBoard of Directors, the Custodian shall, upon terminationreceipt of a notice of acceptance by the successor custodian, on date of termination specified pursuant to Section 9.2, (i) deliver directly to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund’s investments securities (other than securities held in a Securities System) and cash then owned by the Fund and held by the Custodian as custodian, and (ii) transfer any securities held in a Securities System to an account of or for the Fund at the successor custodian, provided that the Fund shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. If no Upon such successor custodian shall be appointeddelivery and transfer, the Custodian shall, in like manner, upon receipt shall be relieved of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such voteall obligations under this Agreement. In the event that no written order designating If a successor custodian or certified copy of a vote of is not designated by the Board shall have been delivered to the Custodian Fund on or before the date when such of termination shall become effectivespecified pursuant to Section 9.2, then the Custodian shall have the right to deliver to a bank or trust companycompany of its own selection, which (i) is a "bank" as defined in the 1940 Act, (ii) has aggregate capital, surplus and undivided profits as shown on its then most recent public report of not less than $25 million, and (iii) is doing business in Boston, Massachusetts, or New York, New York, of its own selection all securities, cash and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all other property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all or for the benefit of the Fund’s investments Fund at such bank or trust company all securities of the Fund held in any a Securities System; thereafter. Upon such delivery and transfer, such bank or trust company shall be the successor custodian for the Fund under this Agreement and the Custodian shall be relieved of all obligations under this Agreement. If, after reasonable inquiry, the Custodian cannot find a successor custodian as contemplated in this Section 9.3, then the Custodian shall have the right to deliver to the Fund all securities and cash held by the Custodian under this Agreement. In Agreement and to transfer any securities held in a Securities System to an account of or for the event that any property held pursuant to this Agreement remains in the possession benefit of the Custodian after the date of termination hereof owing to failure of Fund. Thereafter, the Fund shall be deemed to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, be its own custodian and the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession relieved of such property, and the provisions of all obligations under this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effectAgreement.

Successor Custodian. If a successor custodian shall be appointed by ---------------------- the BoardBoard of Trustees of the Trust, the Custodian Chase Manhattan Bank shall, upon termination, deliver to such successor custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities Depository or Book Entry System. If no such successor custodian shall be appointed, the Custodian The Chase Manhattan Bank shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable FundTrust, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian The Chase Manhattan Bank on or before the date when such termination shall become be come effective, then the Custodian The Chase Manhattan Bank shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all securities, funds and other properties held by The Chase Manhattan Bank and all instruments held by The Chase Manhattan Bank relative thereto and all other property held by the Custodian it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities Depository or Book Entry System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian The Chase Manhattan Bank after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian The Chase Manhattan Bank shall be entitled to fair compensation for its services during such period as the Custodian The Chase Manhattan Bank retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian The Chase Manhattan Bank shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Fund shall be appointed by the BoardBoard of such Fund, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of such Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of such Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Fund held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors of the Company, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodianall securities, duly endorsed and in the form for transfer, all investments funds and other properties then held by the Custodian and all instruments held by the Custodian relative thereto and all property held by it hereunder, under this Contract and shall to transfer to an account of the such successor custodian all of the each Fund’s investments 's securities held in a any Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable FundCompany, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the each Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under and pursuant to this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Company to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination of this Agreement and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order notice designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Portfolio shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of the Portfolio and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Portfolio held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund a Portfolio to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities and all funds and other properties assets then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments Trust's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable FundTrust, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments Trust's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Trust to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments Trust's securities held in a Securities System or Direct Paper System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable FundTrust, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000250.000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments Trust's securities held in any Securities System or Direct Paper System; thereafter, . Upon agreeing to be bound by the terms of this contract such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Trust to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Portfolio shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, promptly deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder for such Portfolio and shall promptly transfer to an account of the successor custodian all of the Fund’s investments Portfolio's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified System unless otherwise instructed by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian for the applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it for such Portfolio under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments Portfolio's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties of a Portfolio remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. The Custodian agrees to cooperate with the successor custodian and the Fund in execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian.

Successor Custodian. If a successor custodian of one or more of the Portfolios shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the a Fund to procure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties Investments of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the BoardCertified Resolution, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties Investments in accordance with such voteCertified Resolution. Unless so directed by the Certified Resolution, in no event shall the Custodian deliver the Investments to the Fund. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property Investments held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains Investments remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, Investments and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of the Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Managers, the Custodian SEI Trust shall, upon terminationthe termination of this Agreement and at the cost of the Master Fund, deliver to such successor custodian at the offices office of the CustodianSEI Trust, duly endorsed and in the form for transfer, all investments securities, funds and other properties then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Master Fund held in a Securities Book-Entry System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order Written Instructions designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian SEI Trust on or before the date when such any termination of this Agreement shall become effective, then the Custodian SEI Trust shall have the right to deliver at the cost of the Master Fund to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, acting as a custodian of the Master Fund, all securities, funds and other properties held by SEI Trust and all instruments held by SEI Trust relative thereto and all other property held by the Custodian it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Master Fund held in any Securities a Book-Entry System; thereafter. SEI Trust agrees to reasonably cooperate with such successor custodian in connection with the transfer of such securities and information. Thereafter, such bank or trust company shall be the successor of the Custodian SEI Trust under this Agreement, and SEI Trust shall have no further duties and obligations hereunder, except as otherwise specifically provided by this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian SEI Trust after the date of termination hereof owing to failure of the Fund to procure the certified copy Board of the vote referred to or of the Board Managers to appoint a successor custodian, the Custodian SEI Trust shall be entitled to fair compensation for its services during such period as the Custodian SEI Trust retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian SEI Trust shall remain in full force and effect. The provisions of this Section 17 shall survive any termination of this Agreement.

Successor Custodian. If the Board appoints a successor custodian shall be appointed by the Boardcustodian, the Custodian shallwill, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities and other properties assets of the Trust then held by it hereunder, and shall transfer . The Custodian will also deliver to an account of the successor custodian all of the Fund’s investments held in a Securities System. If no such successor custodian shall be appointed, copies of such books and records relating to the Trust as the Trust and Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such votemay mutually agree. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall will have been delivered to the Custodian on or before the date when such termination shall will become effective, then the Custodian shall will have the right to deliver to a bank or trust companycompany of its own selection, which that is permitted to be a "bank" as defined in custodian of the Trust’s assets under the 1940 Act, doing business in Bostonall securities, Massachusetts, or New York, New York, of its own selection funds and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property other properties held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafterAgreement. Thereafter, such bank or trust company shall will be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Trust to procure the certified copy of the vote referred to to, or of the Board to appoint a successor custodian, the Custodian shall will be entitled to fair compensation for its services during such period as the Custodian retains and retain possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall will remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors of the Fund shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, as amended, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, Thuds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of the Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of each the Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors of the Fund to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities and other properties property of the Fund then held by it hereunder, the Custodian hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities, funds and other property of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Vote shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, as amended, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board Certified Vote to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. 15 19 If a successor custodian for the Fund shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors of the Fund shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, as amended, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of the Fund and to transfer to an account of such successor custodian all of the Fund’s investments securities of each the Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors of the Fund to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Portfolio shall be appointed by the BoardBoard of Trustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of such Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable FundTrust, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00050,000,000, all property securities, funds and other properties held by the Custodian on behalf of a Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of the Portfolio and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Portfolio held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Trust to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If the Board appoints a successor custodian shall be appointed by the Boardcustodian, the Custodian shallwill, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities and other properties assets of the Trust then held by it hereunder, and shall transfer . The Custodian will also deliver to an account of the successor custodian all of the Fund’s investments held in a Securities System. If no such successor custodian shall be appointed, copies of such books and records relating to the Trust as the Trust and Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such votemay mutually agree. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall will have been delivered to the Custodian on or before the date when such termination shall will become effective, then the Custodian shall will have the right to deliver to a bank or trust companycompany of its own selection, which that is permitted to be a "bank" as defined in custodian of the Trust's assets under the 1940 Act, doing business in Bostonall securities, Massachusetts, or New York, New York, of its own selection funds and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property other properties held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafterAgreement. Thereafter, such bank or trust company shall will be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Trust to procure the certified copy of the vote referred to to, or of the Board to appoint a successor custodian, the Custodian shall will be entitled to fair compensation for its services during such period as the Custodian retains and retain possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall will remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteProper Instructions. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardTrustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a properly executed copy of a vote document evidencing action taken by the Trustees of the Board, certified by the secretary or an assistant secretary of the applicable FundTrust, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteaction. In the event that no written order designating a successor custodian or certified properly executed copy of a vote document evidencing action taken by the Trustees of the Board Trust shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New YorkInvestment Company Act of 1940, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy properly executed Copy of a document evidencing action taken by the Trustees of the vote referred to Trust or of the Board Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities SystemSystem or at the Xxxxx Xxx Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafterSystem or at the Xxxxx Xxx Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Portfolio, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments Portfolio's securities held in a Securities SystemSystem unless otherwise instructed by the Portfolio. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable FundPortfolio, deliver delivered at the offices office of the Custodian and Custodian, transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments Portfolio's securities held in any Securities System; thereafter. Thereafter, such bank or trust company Trust Company shall be the successor of the Custodian under this Agreementcontract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Portfolio to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. The Custodian agrees to cooperate with the successor custodian and the Portfolio in execution of documents and performance of other action necessary or desirable in order to substitute the successor custodian for the Custodian.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundCertified Resolution, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. Unless so directed by the Certified Resolution, in no event shall the Custodian deliver the securities, funds and other properties to the Fund. In the event that no written order designating a successor custodian or certified copy of a vote of the Board Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.. Information Classification: Limited Access

Successor Custodian. If a successor custodian shall be is appointed by the BoardDirectors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities and other properties assets of the Fund then held by it hereunder, and . The Custodian shall transfer also deliver to an account of the such successor custodian all copies of such books and records relating to the Fund’s investments held in a Securities SystemFund as the Fund and Custodian may mutually agree. If no such successor custodian shall be is appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Directors of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, company doing business in BostonPittsburgh, Massachusetts, or New York, New York, Pennsylvania of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafterContract. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to to, or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Directors/Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon upon-receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Directors/Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors/Trustee shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Directors/Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, the Custodian hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote Certified Resolution of the Board, certified by the secretary or an assistant secretary Board of the applicable FundTrustees, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order designating a successor custodian or certified copy of a vote Certified Resolution of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, as amended, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments securities of the Fund held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote Certified Resolution referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. 26. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable Portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for a Fund shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of such Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of such Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of such Fund, and to transfer to an account of such successor custodian all of the Fund’s investments securities of such Fund held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder for each Fund and shall transfer to an account separate accounts of the successor custodian all of the each Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of the applicable FundTrust, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract for each Fund and to transfer to an account separate accounts of such successor custodian all of the each Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund Trust to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian The Chase Manhattan Bank shall, upon termination, deliver to such successor custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities Depository or Book Entry System. If no such successor custodian shall be appointed, the Custodian The Chase Manhattan Bank shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian The Chase Manhattan Bank on or before the date when such termination shall become effective, then the Custodian The Chase Manhattan Bank shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all securities, funds and other properties held by The Chase Manhattan Bank and all instruments held by The Chase Manhattan relative thereto and all other property held by the Custodian it under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities Depository or Book Entry System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian The Chase Manhattan Bank after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian The Chase Manhattan Bank shall be entitled to fair compensation for its services during such period as the Custodian The Chase Manhattan Bank retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian The Chase Manhattan Bank shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities of each applicable portfolio then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instructions, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such voteresolution. In the event that no written order Proper Instructions designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "“bank" ” as defined in the 1940 Act, doing business in Boston, Massachusetts, Massachusetts or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the Fund’s investments securities of each such Portfolio held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the any Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodianprovide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments securities, funds and other properties of the Fund then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments securities of the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable FundProper Instruction, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties prope1iies in accordance with such voteProper Instruction. In the event that no written order Proper Instruction designating a successor custodian or certified copy of a vote of the Board alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000selection, all property securities, funds and other properties held by the Custodian hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of the Fund, and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafterSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all investments and other properties securities then held by it hereunder, hereunder and shall transfer to an account of the successor custodian all of the Fund’s investments 's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board, certified by the secretary or an assistant secretary Board of Trustees of the applicable Fund, deliver at the offices office of the Custodian and transfer such investmentssecurities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts, or New York, New York, of its own selection and selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,00025,000,000, all property securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract and to transfer to an account of such successor custodian all of the Fund’s investments 's securities held in any Securities System; thereafter. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that any property held pursuant to this Agreement remains securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such propertysecurities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.