Common use of Successor Custodian Clause in Contracts

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. The Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 12 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, with respect to the applicable Fund: (i) deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall hereunder; (ii) transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent. Custodian shall also provide System; and (iii) transfer to the successor custodian a Fund’s all records (as described in Section 13 of this Agreement) as reasonably requested created and maintained by the FundCustodian with respect to each such Portfolio pursuant to Section 9. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructionsa certified copy of a vote of the applicable Board, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no Proper Instructions written order designating a successor custodian or alternative arrangements certified copy of a vote of the applicable 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 YorkMassachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, Portfolio and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer AgentSystem. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Fund owing to failure of any such Fund to provide Proper Instructions as aforesaidprocure the certified copy of the vote referred to or of the applicable 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 Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 12 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable BoardBoard of Managers, the Custodian SEI Trust shall, upon the termination of this Agreement and receipt at the cost of Proper Instructionsthe Fund, deliver to such successor custodian at the office of the CustodianSEI Trust, duly endorsed and in the form for transfer, all securities of each applicable Portfolio securities, funds and other properties 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 or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionBook-Entry System. In the event that no Proper Written Instructions designating a successor custodian or alternative arrangements 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 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 $25,000,000, 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 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 the Fund held in any Securities System or at the Underlying Transfer Agenta Book-Entry System. Thereafter, such bank or trust company shall be the successor of the Custodian SEI Trust under this Agreement, and SEI Trust shall have no further liability 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 any Fund the Board of Managers to provide Proper Instructions as aforesaidappoint a successor custodian, the Custodian SEI Trust shall be entitled to fair compensation for its services during such period as the Custodian SEI Trust retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian 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 for one or more Portfolios Funds shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Fund held in a Securities System or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionProper Instructions. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, 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 Agreement on behalf of each applicable PortfolioFund, and to transfer to an account of such successor custodian all of the securities of each such Portfolio Fund held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios the Fund shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructionstermination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the FundSystem. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Special Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions written order designating a successor custodian or alternative arrangements Special Instructions 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 company qualified to act as a “bank” as defined in custodian under 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 $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 Agreement on behalf of each applicable PortfolioAgreement, and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System or at the Underlying Transfer AgentSystem. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. 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 any the Fund to provide Proper procure Special Instructions as aforesaidto 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more of the Portfolios shall be appointed by the applicable BoardBoard of Directors of the Company, the Custodian shall, upon termination and receipt of Proper Instructionstermination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities and funds of each applicable Portfolio then than 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 or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fundhereunder. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructionsa certified copy of a vote of the Board of Directors of the Company, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no Proper Instructions written order designating a successor custodian or alternative arrangements 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 YorkMassachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. 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 any Fund the Company to provide Proper Instructions as aforesaidprocure the certified copy of the vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. Custodian shall also provide to the successor successor’ custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, . doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate aggregate: capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable BoardBoard of Directors/Trustees of the Fund, the Custodian shall, upon termination and receipt of Proper Instructionstermination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructionsa certified copy of a vote of the Board of Directors/Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no Proper Instructions written order designating a successor custodian or alternative arrangements certified copy of a vote of the Board of Directors/Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 ActInvestment Company Act of 1940, doing business in Boston, Massachusetts or New York, New YorkMassachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System or at the Underlying Transfer AgentSystem. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. 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 any the Fund to provide Proper Instructions as aforesaid, procure 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 Agreement relating to the duties and obligations certified copy of the Custodian shall remain in full force and effect.vote referred to or of the Board of Directors/Trustees to

Successor Custodian. If a successor custodian for one or more Portfolios Accounts shall be appointed by the applicable Boardappointed, the Custodian shall, upon termination and receipt of Proper Instructionstermination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities securities, funds and other properties of each applicable Portfolio such Account then held by it hereunder the Custodian or any sub-custodian or agent and shall transfer to an account of the successor custodian all of the securities of each such Portfolio Account held in a Depository or Securities System or at Depository, provided that (a) the Underlying Transfer Agent. Custodian shall also provide have no liability for shipping and insurance costs associated therewith, and (b) full payment shall have been made to the successor custodian a Fund’s records (as described in Section 13 Custodian of this Agreement) as reasonably requested by the Fund. its compensation, costs, expenses and other amounts to which it is entitled hereunder.. If no such successor custodian shall be appointed, the Custodian shall, in like manner, shall upon receipt of Proper Instructions, in like manner deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreementinstructions. In the event that securities, funds and other properties remain in the possession of the Custodian or any sub-custodian or agent after the date of termination hereof owing to a failure of any Fund the Customer to provide Proper Instructions as aforesaidappoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian Custodian, sub-custodian or agent retains possession of such securities, funds and other properties properties, and the provisions of this Agreement relating to the duties and obligations of the Custodian Custodian, sub-custodians and agents shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. The Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 12 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper ofProper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed (as applicable) and in the form for transfer, all securities 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 securities, funds and other properties of each such Portfolio held in a Securities System or at the Underlying Transfer Agent. Custodian shall also agrees to provide reasonable cooperation to the Fund in connection with such transition to a successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the Fundcustodian. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any the Fund to provide 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. Custodian will as promptly as is reasonably practicable under the circumstances forward income and principal received, if any, with respect to the Fund, including but not limited to tax reclaim payments for tax reclaims filed prior to termination, to the designated successor custodian or the Fund, as applicable.

Successor Custodian. If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, with respect to the applicable Fund: (i) deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall hereunder; (ii) transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent. Custodian shall also provide System; and (iii) transfer to the successor custodian a Fund’s all records (as described in Section 13 of this Agreement) as reasonably requested created and maintained by the FundCustodian with respect to each such Portfolio pursuant to Section 10. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructionsa certified copy of a vote of the applicable Board, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolutionvote. In the event that no Proper Instructions written order designating a successor custodian or alternative arrangements certified copy of a vote of the applicable 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 YorkMassachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement Contract on behalf of each applicable Portfolio, Portfolio and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer AgentSystem. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Fund owing to failure of any such Fund to provide Proper Instructions as aforesaidprocure the certified copy of the vote referred to or of the applicable 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 Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. The Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 12 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide 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 prope1ties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities 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 or at the Underlying Transfer Agent. The Custodian shall also provide to the successor custodian a Fund’s 's records (as described in Section 13 12 of this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “"bank” " as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide 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 Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios a Fund shall be appointed by the applicable BoardBoard of Directors of the Corporation, the Custodian shall, upon termination and receipt of Proper Instructionstermination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the FundSystem. If this Contract is terminated with respect to a Fund and no such successor custodian shall be appointed, the Custodian shall, in like manner, as directed by vote of the holders of a majority of the outstanding Shares of the Fund or upon receipt of Proper Instructionsa certified copy of a vote or resolution of the Board of Directors of the Corporation, deliver at the office of the Custodian and transfer such securities, funds and other properties of the Fund then held by it hereunder and in accordance with such vote or resolution. In the event that no Proper Instructions written order designating a successor custodian or alternative arrangements 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 YorkMassachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, Contract and to transfer to an account of such successor custodian all of the Fund's securities of each such Portfolio held in any Securities System or at the Underlying Transfer AgentSystem. Thereafter, such bank or trust company shall be the successor of the Custodian under this AgreementContract. In the event that securities, funds and other properties of a Fund remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund the Corporation to provide Proper Instructions as aforesaiddeliver to the Custodian the written order or certified copy referred to above, or of the Corporation's Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

Successor Custodian. If a successor custodian for one or more Portfolios the Fund shall be appointed by the applicable Board, the Custodian State Street shall, upon termination and receipt of Proper Instructionstermination, deliver to such successor custodian at the office of the CustodianState Street, duly endorsed and in the form for transfer, all securities 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 U.S. Securities System or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of this Agreement) as reasonably requested by the FundForeign Securities System. If no such successor custodian shall be appointed, the Custodian State Street shall, in like manner, upon receipt of Proper Instructionsa Certified Resolution, deliver at the office of the Custodian State Street and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions written order designating a successor custodian or alternative arrangements Certified Resolution 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, 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 $25,000,000, all securities, funds and other properties held by the Custodian State Street on behalf of each applicable Portfolio and all instruments held by the Custodian State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any U.S. Securities System or at the Underlying Transfer AgentForeign Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian State Street under this Agreement. In the event that accounts, records, securities, funds and other properties remain in the possession of the Custodian State Street after the date of termination hereof owing to failure of any the Fund to provide Proper Instructions as aforesaidprocure a Certified Resolution to appoint a successor custodian, the Custodian State Street shall be entitled to fair compensation for its services during such period as the Custodian State Street retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian State Street shall remain in full force and effect.

Successor Custodian. Upon termination hereof, The New England shall pay to ------------------- State Street such compensation as may be due as of 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 Section 6-B or Article II and such reasonable costs, expenses and disbursements as may be incurred by State Street in connection with such termination. If a successor custodian for one or more Portfolios shall be any Series is appointed by the applicable BoardTrustees of the Fund in accordance with its By-Laws, the Custodian State Street shall, upon termination and receipt of Proper Instructionstermination, deliver to such successor custodian at the office of the CustodianState Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio such Series then held hereunder and all funds or other properties of such Series deposited with or held by it hereunder and shall transfer to an account all records maintained by State Street in connection with the performance of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent. Custodian shall also provide to the successor custodian a Fund’s records (as described in Section 13 of its duties under this Agreement) as reasonably requested by the Fund. If no such successor custodian shall be is appointed, the Custodian State Street shall, in like mannermanner at its office, upon receipt of Proper Instructionsa certified copy of a resolution of the shareholders of such Series pursuant to the By-Laws, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $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 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 or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian State Street after the date of termination hereof with respect to any Series owing to failure of any the Fund to provide Proper Instructions as aforesaidprocure the certified copy above referred to, or of the Custodian Trustees to appoint a successor 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 Agreement relating to the duties and obligations of the Custodian State Street with respect to such Series shall remain in full force and effect.