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 securities, funds and other properties of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian all of the 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 Resolution, deliver at the offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 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 securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Directors to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Trustees of the Company, the Custodian shall, upon termination, deliver to such successor Custodian at the offices of the Custodian, duly endorsed and in the form for transfer, custodian all securities, funds and other properties of each applicable Portfolio 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 custodian all of the each Fund's securities of each such Portfolio held in a any Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Company, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000100,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the each Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under and pursuant to this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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 Abank@as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of State Street to continue to serve hereunder, the Fund shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 7B hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor Successor Custodian shall be is appointed by the BoardBoard of Trustees of the Fund in accordance with the Fund's Declaration of Trust, the Custodian as amended, State Street shall, upon termination, deliver to such successor Successor Custodian at the offices office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securitiessecurities then held hereunder, funds all cash and other properties assets of each applicable Portfolio then the Fund deposited with or held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio held in a Securities Systemhereunder. If no such successor Successor Custodian shall be is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to the Fund's Declaration of Trust and By-Laws, as amended, deliver at the offices of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 Boston, Massachusetts, or New York, New York, Massachusetts of its own selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $200,000,0005,000,000, all securities, funds cash and other properties held by the Custodian on behalf of each applicable Portfolio State Street and all instruments held by the Custodian it relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this ContractFund's Declaration of Trust and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian State Street after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution certified copy above referred to to, or of the Fund's Board of Trustees to appoint a successor Successor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securitiesperiod, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for the Fund, of one or more of the Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardTrustees of the Trust, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder for each Fund and shall transfer to an account separate accounts of the successor Custodian custodian all of the each Fund’s securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Trust, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000100,000,000, all 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 Contract on behalf of Agreement for each applicable Portfolio Fund and to transfer to an account separate accounts of such successor Custodian custodian all of the each Fund’s securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution certified copy of the vote referred to or of the Board Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, 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 $200,000,000assets under custody in the United States according to reasonably acceptable industry rankings, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio the Fund, and to transfer to an account of such successor Custodian custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00050,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of Provident to continue to serve hereunder, the Fund shall pay to Provident such compensation as may be due for services through the date of such termination and shall likewise reimburse Provident for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 7B hereof and such reasonable costs, expenses and disbursements as may be incurred by Provident in connection with such termination. If a successor Successor Custodian shall be is appointed by the BoardBoard of Directors of the Fund in accordance with the Fund's Articles of Incorporation, the Custodian as amended, Provident shall, upon termination, deliver to such successor Successor Custodian at the offices office of the CustodianProvident, duly properly endorsed and in the proper form for transfer, all securitiessecurities then held hereunder, funds all cash and other properties assets of each applicable Portfolio then the Fund deposited with or held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio held in a Securities Systemhereunder. If no such successor Successor Custodian shall be is appointed, the Custodian Provident shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to the Fund's Articles of Incorporation and By-Laws, as amended, deliver at the offices of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor Successor Custodian or Certified Resolution certified copy of a resolution of the stockholders shall have been delivered to the Custodian Provident on or before the date when such termination shall become effective, then the Custodian Provident 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 BostonCincinnati, Massachusetts, or New York, New York, Ohio of its own selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $200,000,0005,000,000, all securities, funds cash and other properties held by the Custodian on behalf of each applicable Portfolio Provident and all instruments held by the Custodian it relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of Provident under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this ContractFund's Articles of Incorporation and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian Provident after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution certified copy above referred to to, or of the Fund's Board of Directors to appoint a successor Custodian, the Custodian Provident shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian Provident shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio the Fund, and to transfer to an account of such successor Custodian custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSecurities. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian 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 of the Custodiancustodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor Custodian shall be appointeddirected by the Fund, the Custodian shallwill 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. Subject to the foregoing, in like manner, upon receipt of a Certified Resolution, deliver at the offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution 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 securities, funds and other properties and the provisions of this Contract 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 securities, funds and other properties of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio 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 Resolution, deliver at the offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio the Fund and to transfer to an account of such successor Custodian all of the securities of each such Portfolio the Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 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 securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of State Street to continue to serve hereunder, the Fund shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 6(B) hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor Successor Custodian shall be is appointed by the BoardBoard of Trustees of the Fund in accordance with the Fund's Declaration of Trust, the Custodian as amended, State Street shall, upon termination, deliver to such successor Successor Custodian at the offices office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securitiessecurities then held hereunder, funds all cash and other properties assets of each applicable Portfolio then the Fund deposited with or held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio held in a Securities Systemhereunder. If no such successor Successor Custodian shall be is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to the Fund's Declaration of Trust and By-Laws, as amended, deliver at the offices of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 Boston, Massachusetts, or New York, New York, Massachusetts of its own selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $200,000,0005,000,000, all securities, funds cash and other properties held by the Custodian on behalf of each applicable Portfolio State Street and all instruments held by the Custodian it relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this ContractFund's Declaration of Trust and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian State Street after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution certified copy above referred to to, or of the Fund's Board of Trustees to appoint a successor Successor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for any Portfolio shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this 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 custodian is appointed by the BoardTrustees of the Trust, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds securities and other properties assets of each applicable Portfolio then held by it hereunder hereunder. The Custodian shall also deliver to such successor custodian copies of such books and shall transfer records relating to an account each Portfolio including but not limited to the records required to be maintained by the Custodian in accordance with the Investment Company Act of the successor Custodian all of the securities of each such Portfolio held in a Securities System1940. If no such successor Custodian shall be custodian is appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Trust, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, company of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000, 25,000,000 all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or certified copy of a vote of the Board of Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.. Custodian Agreement American Independence Funds Trust and INTRUST Bank, N. A.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date 22 24 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, and until a successor custodian shall be named by the Fund, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of State Street to continue to serve hereunder, the Fund shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 6-B of Section II hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor Successor Custodian shall be is appointed by the BoardTrustees of the Fund in accordance with the Fund's Declaration of Trust, the Custodian as amended, State Street shall, upon termination, deliver to such successor Such Successor Custodian at the offices office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securitiessecurities then held hereunder, funds all cash and other properties assets of each applicable Portfolio then the Fund deposited with or held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio held in a Securities Systemhereunder. If no such successor Successor Custodian shall be is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the Shareholders pursuant to the Fund's Declaration of Trust and By-Laws, as amended, deliver at the offices of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian State Street on or before the date when When such termination shall become effective, then the Custodian State Street 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 Boston, Massachusetts, or New York, New York, Massachusetts of its own selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, of not less than $200,000,0005,000,000, all securities, funds cash and other properties held by the Custodian on behalf of each applicable Portfolio State Street and all instruments held by the Custodian it relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this ContractFund's Declaration of Trust and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian State Street after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution certified copy above referred to to, or of the Board Fund's Trustees to appoint a successor Successor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.compensation

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Portfolio's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Portfolio's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services service during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in In full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of vote referred to or of the Board of Directors to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian 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 of the Custodiancustodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor Custodian shall be appointeddirected by the Fund, the Custodian shallwill 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. Subject to the foregoing, in like manner, upon receipt of a Certified Resolution, deliver at the offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution 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 securities, funds and other properties and the provisions of this Contract 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 securities, funds and other properties of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian all of the 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 Resolution, deliver at the offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 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 securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of the Custodian to continue to serve hereunder, the Fund shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 6-B of section II hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor Successor Custodian shall be is appointed by the Boardboard of directors of the Fund in accordance with Section 6 of Article VI of the Fund's By-Laws, the Custodian as amended, State Street shall, upon termination, deliver to such successor Successor Custodian at the offices office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securitiessecurities then held hereunder, funds all cash and other properties of each applicable Portfolio then the Fund deposited with or held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio held in a Securities System. hereunder, If no such successor Successor Custodian shall be is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders or board of directors pursuant to section 6 of Article VI of the Fund's By-Laws, as amended, deliver at the offices of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolution. In the event that no written order designating a successor Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders of board of directors shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 Boston, Massachusetts, or New York, New York, Massachusetts of its own selectionselelction, having an aggregate capital, surplus, surplus and undivided profits, profits as shown by its last published report, of not less than $200,000,0002,000,000, all securities, funds cash and other properties held by the Custodian on behalf of each applicable Portfolio State Street and all instruments held by the Custodian State Street and all instruments held by it relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this ContractFund's Articles of Organization and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian State Street after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution certified copy above referred to to, or of the Board board of directors to appoint a successor Successor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodiansuch successor custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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 Investment Company Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian The Trust Company shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodiancustodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities Depository or Book Entry System. If no such successor Custodian custodian shall be appointed, the Custodian The Trust Company shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian The Trust Company on or before the date when such termination shall become effective, then the Custodian The Trust Company 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, selection having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio The Trust Company and all instruments held by the Custodian The Trust Company relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio Agreement and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities Depository or Book Entry System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds and other properties remain in the possession of the Custodian The Trust Company after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor Custodiancustodian, the Custodian The Trust Company shall be entitled to fair compensation for its services during such period as the Custodian The Trust Company retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian The Trust Company shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a U.S. or Foreign Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver deliver, at the offices office of the Custodian Custodian, and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Directors to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for the Trust shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio the Trust then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Trust held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio the Trust, and to transfer to an account of such successor Custodian custodian all of the Trust’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or in the inability of the Custodian to continue to serve hereunder, the Fund shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 6-B of section II hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor Successor Custodian shall be is appointed by the Boardboard of directors of KCF in accordance with section 1(b) of Article V of the Fund's Trust Agreement, the Custodian as amended, State Street shall, upon termination, deliver to such successor Successor Custodian at the offices office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securitiessecurities then held hereunder, funds all cash and other properties assets of each applicable Portfolio then the Fund deposited with or held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio held in a Securities Systemhereunder. If no such successor Successor Custodian shall be is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders pursuant to section 1(b) of Article V of the Fund's Trust Agreement, as amended, deliver at the offices of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolutionresolutions. In the event that no written order designating a successor Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 Boston, Massachusetts, or New York, New York, Massachusetts of its own selection, having an aggregate capital, surplus, capital surplus and undivided profits, as shown by its last published report, of not less than $200,000,0005,000,000, all securities, funds cash and other properties held by the Custodian on behalf of each applicable Portfolio State Street and all instruments held by the Custodian State Street and all instruments held by it relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this ContractFund's Trust Agreement and By-Laws, both as amended. In the event that securities, funds and funds, And other properties remain in the possession of the Custodian State Street after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution certified copy above referred to to, or of the Board KCF's board of directors to appoint a successor Successor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or no copy of a 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 a copy of the Certified Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities SystemSystem or at an Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Funds shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio Fund held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio Fund and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for the Customer shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each the applicable Portfolio Customer then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio Customer held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of the applicable Customer, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote or approval 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 Investment Company Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each the applicable Portfolio Customer and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio such Customer and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio Customer held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund applicable Customer to procure the Certified Resolution certified copy of the vote or approval referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardCompany, the Custodian shall, upon terminationtermination and receipt of Proper Instructions, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified ResolutionProper Instructions, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio the Company and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio the Company, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio the Company held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution 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 securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Portfolio's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Portfolio's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for the Trust shall be appointed by the BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio the Trust then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Trust held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio the Trust and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio the Trust, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio the Trust held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to the failure of the Fund to procure the Certified Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Funds shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio Fund held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio Fund and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of the Trust, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder for each Fund and shall transfer to an account separate accounts of the successor Custodian custodian all of the each Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of the Trust, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000100,000,000, all 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 Contract on behalf of for each applicable Portfolio Fund and to transfer to an account separate accounts of such successor Custodian custodian all of the each Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian 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 Feeder Fund, deliver to such successor Custodian custodian at the offices office of the CustodianSEI Trust, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Feeder 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 Certified Resolution, deliver at the offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Written Instructions designating a successor Custodian or Certified Resolution custodian 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 Feeder 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, acting as a custodian of the Feeder Fund, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio SEI Trust and all instruments held by the Custodian SEI Trust relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio Agreement and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio the Feeder Fund held in any Securities a Book-Entry System. 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 ContractAgreement, and SEI Trust shall have no further duties and obligations hereunder, except as otherwise specifically provided by this Agreement. In the event that 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 Resolution referred to or Board of the Board Managers to appoint a successor Custodiancustodian, 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 securities, funds and other properties and the provisions of this Contract 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 a successor Custodian custodian for the Fund, 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 custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Directors of the Fund, deliver at the offices of the Custodian and transfer such securitiesthe, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Directors to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.,,

Successor Custodian. If a successor Custodian custodian for the Fund shall be appointed by the Board, the Custodian shall, upon terminationthe Termination Date, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at an Underlying Transfer Agent. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effectiveTermination Date, 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio the Fund, and to transfer to an account of such successor Custodian custodian all of the Fund’s securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof Termination Date owing to failure of the Fund to procure the deliver to Custodian a Certified Resolution referred to or of the Board to appoint appointing a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof or the inability of the Custodian to continue to serve hereunder, the Manager shall pay to State Street such compensation as may be due for services through the date of such termination and shall likewise reimburse State Street for its costs, expenses and disbursements incurred prior to such termination in accordance with paragraph 6-B of section II hereof and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor Successor Custodian shall be is appointed by the Boardboard of trustees of the Fund in accordance with Section 7 of the Fund's By-Laws, the Custodian as amended, State Street shall, upon termination, deliver to such successor Successor Custodian at the offices office of the CustodianState Street, duly properly endorsed and in the proper form for transfer, all securitiessecurities then held hereunder, funds all cash and other properties of each applicable Portfolio then the Fund deposited with or held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio held in a Securities Systemhereunder. If no such successor Successor Custodian shall be is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of a Certified Resolutioncertified copy of a resolution of the shareholders or board of trustees pursuant to section 7 of the Fund's By-Laws, as amended, deliver at the offices of the Custodian and transfer such securities, funds cash and other properties in accordance with such resolution. In the event that no written order designating a successor Successor Custodian or Certified Resolution certified copy of a resolution of the shareholders or board of trustees shall have been delivered to the Custodian State Street on or before the date when such termination shall become effective, then the Custodian State Street 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 Boston, Massachusetts, or New York, New York, Massachusetts of its own selection, having an aggregate capital, surplus, surplus and undivided profits, profits as shown by its last published report, of not less than $200,000,0002,000,000, all securities, funds cash and other properties held by the Custodian on behalf of each applicable Portfolio State Street and all instruments held by the Custodian State Street and all instruments held by it relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, such bank or trust company shall be the successor Successor of State Street under this Agreement and subject to the restrictions, limitations and other requirements of the Custodian under this ContractFund's Declaration of Trust and By-Laws, both as amended. In the event that securities, funds funds, and other properties remain in the possession of the Custodian State Street after the date of termination hereof owing to failure of the Fund to procure the Certified Resolution certified copy above referred to to, or of the Board board of trustees to appoint a successor Successor Custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds LFI CUSTODY AGREEMENT (FROM LAZARD)(V1) and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. Upon termination hereof the Company shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. If a successor Custodian shall be custodian is appointed by the BoardCompany, in accordance with the By-laws, the Custodian shall, upon terminationreceipt of notice of such appointment, deliver to and only to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, securities then held hereunder and all funds and or other properties of each applicable Portfolio then the Company deposited with or held by it hereunder and shall transfer to an account of the successor Custodian all of the securities of each such Portfolio held in a Securities Systemhereunder. If no such successor Custodian shall be custodian is appointed, the Custodian shall, in like manner, at its office, upon receipt of a Certified Resolutioncertified copy of a vote of the shareholders pursuant to the By-Laws, deliver at the offices of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of shareholders shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall in no event deliver funds and property of the Company to the Company, but 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 Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, surplus and undivided profits, as shown by its last published report, report of not less than $200,000,000, 25,000,000 all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian it relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the securities of each such Portfolio held in any Securities SystemAgreement. Thereafter, Thereafter such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution certified copy above referred to to, or of the Board Company to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for the Fund shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Fund held in a Securities SystemSystem or at the Underlying Transfer Agent. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio the Fund, and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities SystemSystem or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the BoardBoard of Trustees, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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 BostonXxxxxx, MassachusettsXxxxxxxxxxxxx, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian 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 custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order Proper Instructions designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio hereunder and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio the Fund, and to transfer to an account of such successor Custodian custodian all of the Fund’s securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 provide Proper Instructions or procure the Certified Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of to this Contract relating to the duties and obligations of the Custodian custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, and until a successor custodian shall be named by the Fund, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or no copy of a 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 a copy of the Certified Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for the Fund shall be appointed by the BoardBoard of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio the Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio the Fund held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio the Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio the Fund and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio the Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this 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 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 securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian all of the Portfolio's 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 Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian or Certified Resolution certified copy of a vote of the 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian all of the Portfolio's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution 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 securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolio(s) shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the Trustees shall have 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it or its agents hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a U.S. or Foreign Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver deliver, at the offices office of the Custodian Custodian, and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds fluids and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000625,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund 'a securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of vote referred to or of the Board Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver deliver, at the offices office of the Custodian Custodian, and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If The Grantors may appoint a successor Custodian upon no less than 60 days prior written notice to the Bank, which successor Custodian shall be appointed by the Board, become the Custodian shallfor all purposes of this Agreement upon establishing securities accounts which will become Designated Accounts, upon termination, deliver receiving all Collateral required to be deposited to such successor Custodian at the offices of the Custodian, duly endorsed securities accounts and in the form for transfer, all securities, funds and other properties of each applicable Portfolio then held by it hereunder and shall transfer crediting such Collateral to an account of the successor Custodian all of the such securities of each such Portfolio held in a Securities System. If no accounts; provided that (i) such successor Custodian shall be appointed, an institution qualified to maintain securities accounts for customers or depositors and to perform the Custodian shall, in like manner, upon receipt functions of a Certified Resolution, deliver at the offices of the Custodian and transfer such securities, funds and other properties in accordance securities intermediary with such resolution. In the event that no written order designating a successor Custodian or Certified Resolution shall have been delivered respect 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 YorkCollateral, of its own selection, having an aggregate capital, surplusrecognized national standing as a securities intermediary and custodian, and undivided profits, as shown by its last published report, have a capitalization of not less than $200,000,000500,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of (ii) such successor Custodian all shall have its principal place of business in the United States, which principal place of business shall be located in, and the securities accounts shall be maintained in, a jurisdiction which has enacted the 1994 revisions to Article 8 and the 2000 revisions to Article 9 of the securities of each Uniform Commercial Code, (iii) such Portfolio held successor Custodian shall have the ability to, and shall have agreed to, provide electronic access to the Designated Accounts and/or valuation reports to the Bank and the Grantors when requested to do so, which may be as frequently as daily and (iv) such successor Custodian shall have entered into and provided a custodian acknowledgment in any Securities System. Thereafter, such bank or trust company shall be the successor favor of the Custodian under this ContractBank and such other agreements and documentation which are reasonably required by the Bank, all in form and substance reasonably satisfactory to the Bank; provided further that upon the occurrence and during the continuance of an Event of Default, the Bank shall have the absolute right at any time to appoint itself as successor Custodian. In the event that securitiesthe Bank appoints itself as successor Custodian as set forth above, funds and other properties remain (i) the Grantors shall cause the then current Custodian to transfer all Collateral in the possession of the Custodian after the date of termination hereof owing Designated Accounts at such time to failure of the Fund to procure the Certified 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 account(s) as the Custodian retains possession of such securities, funds Bank shall direct and other properties and (ii) the provisions of this Contract relating Grantors hereby acknowledge that the Collateral shall continue to be subject to the duties and obligations of the Custodian shall remain in full force and effectsecurity interest created hereby.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Trustees of the Trust, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Trust's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Trustees of the Trust, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Trust's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Portfolios shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified resolution of the Board, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract Agreement on behalf of each applicable Portfolio Portfolio, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or certified resolution of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian for one or more Funds shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio Fund then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio Fund held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor Custodian custodian or 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Contract Agreement on behalf of each applicable Portfolio Fund, and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this ContractAgreement. In the event that 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 Resolution referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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 Investment Company Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardBoard of Managers of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund's securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Board of Managers of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution 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" 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund's securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of the vote referred to or of the Board of Managers to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor Custodian custodian shall be appointed by the BoardTrustees of the Fund, the Custodian shall, upon termination, deliver to such successor Custodian custodian at the offices office of the Custodian, duly endorsed and in the form for transfer, all securities, funds and other properties of each applicable Portfolio securities then held by it hereunder and shall transfer to an account of the successor Custodian custodian all of the Fund’s securities of each such Portfolio held in a Securities System. If no such successor Custodian custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolutioncertified copy of a vote of the Trustees of the Fund, deliver at the offices office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no written order designating a successor Custodian custodian or Certified Resolution certified copy of a vote of the 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, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $200,000,00025,000,000, all 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 Contract on behalf of each applicable Portfolio and to transfer to an account of such successor Custodian custodian all of the Fund’s securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that 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 Resolution certified copy of vote referred to or of the Board Trustees to appoint a successor Custodiancustodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.