Common use of Assignment; Delegation Clause in Contracts

Assignment; Delegation. Neither this Agreement nor any rights or obligations hereunder may be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Custodian and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fund. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any Fund. The Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial non-custodial obligations or duties under this Agreement without the consent or approval of any Fund. The Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to Notwithstanding the contrary in any written consent to an assignmentforegoing, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an Affiliate of the Custodian and the Fund. This Agreement shall inure upon ninety (90) days’ prior written notice to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fund. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) its Affiliates to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any Fund. The Custodian may employ other agents, subcontractors, consultants and other third parties (each a “Delegate”) to provide the services stated herein to the Funds upon the prior written consent of the Funds. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate or Affiliate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its DelegatesDelegates and Affiliates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, consultants, authorized data sources, suppliers of Custodian’s third party technology, providers of market infrastructure, and other non-affiliated entities that provide similar assistance to the Custodian in its performance of its duties under this Agreement, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial non-custodial obligations or duties under this Agreement without the consent or approval of any Fund. The Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.” 2. Subsection (v) of Section 18.9(b) (Restrictions on Use) of the Custodian Agreement is hereby deleted and replaced with the following subsection (v):

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain have the right right, without the consent or approval of any Fund, to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services required by applicable law to be performed by an Eligible Foreign Custodian, affiliates U.S. Securities System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any the Fund. The Custodian shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian had provided such services and committed such acts and omissions itself. The Unless otherwise agreed in a written fee schedule, the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian for that perform or may perform parts of the acts and omissions of sub-custodians, services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall be as set forth limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in Section 14 abovethe performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.

Assignment; Delegation. Neither this Agreement nor any rights or obligations hereunder may be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund, except that the Custodian may assign this Agreement to an affiliate of the Custodian. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Custodian and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fund. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial non-custodial obligations or duties under this Agreement without the consent or approval of any Fund. The Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodiansforeign sub-custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodiansforeign sub-custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above. The Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian that perform or may perform parts of the services (excluding services performed by sub-custodians, U.S. Securities Systems and Foreign Securities Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in the performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any the Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable the Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain have the right right, without the consent or approval of the Fund, to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services required by applicable law to be performed by an Eligible Foreign Custodian, affiliates U.S. Securities System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any the Fund. The Custodian shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian had provided such services and committed such acts and omissions itself. The Unless otherwise agreed in a written fee schedule, the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian for that perform or may perform parts of the acts and omissions of sub-custodians, services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall be as set forth limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in Section 14 abovethe performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any the Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable the Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain have the right to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services required by applicable law to be performed by an Eligible Foreign Custodian, affiliates U.S. Securities System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement ), without the consent or approval of any the Fund. The Custodian shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian had provided such services and committed such acts and omissions itself. The Unless otherwise agreed in a written fee schedule, the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian for that perform or may perform parts of the acts and omissions of sub-custodians, services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall be as set forth limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in Section 14 abovethe performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund Customer without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable FundCustomer. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to Notwithstanding the contrary in any written consent to an assignmentforegoing, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an Affiliate of the Custodian and the Fund. This Agreement shall inure upon ninety (90) days’ prior written notice to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustomer. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) its Affiliates to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any FundCustomer. The Custodian may employ other agents, subcontractors, consultants and other third parties (each a “Delegate”) to provide the services stated herein to the Customers upon the prior written consent of the Customers. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate or Affiliate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its DelegatesDelegates and Affiliates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, consultants, authorized data sources, suppliers of Custodian’s third party technology, providers of market infrastructure, and other non-affiliated entities that provide similar assistance to the Custodian in its performance of its duties under this Agreement, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain have the right right, without the consent or approval of any Fund, to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services required by applicable law to be performed by an Eligible Foreign Custodian, affiliates U.S. Securities System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any the Fund. The Custodian shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian had provided such services and committed such acts and omissions itself. The Unless otherwise agreed in a written fee schedule, the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian for that perform or may perform parts of the acts and omissions of sub-custodians, services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.Securities

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any the Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable the Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Custodian and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain have the right right, without prior notice to or the consent the Fund, to employ agents, subcontractors, consultants or and other third parties, including, without limitation, affiliates whether affiliated or unaffiliated (each, a “Delegate” and collectively”), the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein provided pursuant to this Agreement, other than services required by applicable law to be performed by a qualified custodian or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any Funda Securities System. The Custodian shall will be responsible liable to the Fund for the acts and omissions of any such Delegate so employed its Delegates as if the Custodian it had committed such acts and omissions itself. The Custodian Unless otherwise agreed in a fee schedule, the Administrator shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the The term Delegate does not include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, third-party authorized data sources, suppliers of information technology or related services, or financial market utilities (including payment systems, central securities depositories, securities settlement systems, central counterparties and trade repositories), and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement; provided, however, the foregoing is not intended to, and shall not, limit or modify the Custodian’s provision of services and related obligations hereunder. The liability Custodian will provide or make available to the Fund on a quarterly or other periodic basis information regarding its global operating model for the delivery of the services, which information shall include the identities of Delegates affiliated with the Custodian that perform or may perform parts of the services, and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in the performance or discharge, of any obligations or duties under this Agreement other than the provision of the services, provided, the Custodian will be liable to the Trust for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems such affiliates and Foreign Securities Systems third parties as if it had committed such acts and omissions itself and the Custodian shall be as set forth in Section 14 aboveresponsible for the compensation of any such affiliates and third parties.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund the Trust on behalf of the Funds without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt the Trust on behalf of the Funds, except that the Custodian may assign this Agreement to do so in violation a successor of this Section shall be void. Unless specifically stated all or a substantial portion of its business, or to an affiliate of the Custodian upon at least ninety (90) days’ prior written notice to the contrary Trust. However, in any written consent the event that either party becomes insolvent, bankrupt or otherwise subject to an assignmenta receivership, no assignment conservatorship, administration or the like by a governmental or self-regulatory authority or court, then such party will release have the right to assign or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing transfer its rights and obligations under this Agreement shall be construed to give any rights entity to which the party transfers its business and assets (including a bridge bank or benefits in this Agreement to anyone other than the Custodian similar entity) and the Fund, and the duties and responsibilities undertaken pursuant other party irrevocably consents to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership such assignment or joint venture between the Custodian and the Fundtransfer. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial non-custodial obligations or duties under this Agreement without the consent or approval of any the Fund. The Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign CustodiansSub-Custodian, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign CustodiansSub-Custodian, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

Assignment; Delegation. Neither this Agreement nor any rights or obligations hereunder This Contract may not be assigned by (a) any the Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Custodian and the Fund, and except that the duties and responsibilities undertaken pursuant Custodian may assign this Contract to this Agreement shall be for the sole and exclusive benefit a successor of all or a substantial portion of its business, or to an affiliate of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain have the right right, without the consent or approval of the Fund, to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Contract other than services required by applicable law to be performed by a foreign sub-custodian, affiliates U.S. Securities System, Direct Paper System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any Fund). The Custodian shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian had provided such services and committed such acts and omissions itself. The Unless otherwise agreed in a written fee schedule, the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign CustodiansSecurities Systems, U.S. Securities Systems and Direct Paper System or Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this AgreementContract. The liability Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian for that perform or may perform parts of the acts and omissions of services (excluding services performed by sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems, Direct Paper Systems and Foreign Securities Systems Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall be as set forth limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in the performance or discharge, of any obligations or duties under this Contract other than the provision of the services.” 9. A new Section 14 above.26 is hereby added to the Contract with the following:

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to State Street or (b) State Street without the contrary in any written consent to an assignmentof the Custodian, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in except that State Street may assign this Agreement to anyone other than a successor of all or a substantial portion of its business, or to an affiliate of State Street. State Street shall have the right, without the consent or approval of the Custodian and or the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fund. The Custodian shall retain the right to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services required by applicable law to be performed by an Eligible Foreign Custodian, affiliates U.S. Securities System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any the Custodian or the Fund. The Custodian State Street shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian State Street had provided such services and committed such acts and omissions itself. The Custodian Unless otherwise agreed in a written fee schedule, State Street shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian State Street shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability State Street will provide the Custodian with information regarding its global operating model for the delivery of the Custodian for services provided hereunder on a quarterly or other periodic basis, which information shall include the acts and omissions identities of sub-custodians, Delegates affiliated with State Street that perform or may perform parts of the services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Custodian may reasonably request from time to time. Nothing in this paragraph shall be as set forth limit or restrict State Street’s right to use affiliates or third parties to perform or discharge, or assist it in Section 14 abovethe performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.

Assignment; Delegation. Neither Notwithstanding any other provisions set forth in herein to the contrary, this Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian provided that such assignee is a bank or trust company having such qualifications required by the 1940 Act and the Fund. This Agreement shall inure rules thereunder to act as custodian of the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundFunds. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial non-custodial obligations or duties under this Agreement without the consent or approval of any Fund. The Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.” (b) A new Section 40 is hereby added to the Agreement as follows:

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any the Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable the Fund, except that the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to an affiliate of the Custodian upon at least ninety (90) days’ prior written notice to the Fund. Any attempt However, in the event that either party becomes insolvent, bankrupt or otherwise subject to do so in violation of this Section shall be void. Unless specifically stated a receivership, conservatorship, administration or the like by a governmental or self-regulatory authority or court, then such party will have the right to the contrary in any written consent to an assignment, no assignment will release assign or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing transfer its rights and obligations under this Agreement shall be construed to give any rights entity to which the party transfers its business and assets (including a bridge bank or benefits in this Agreement to anyone other than the Custodian similar entity) and the Fund, and the duties and responsibilities undertaken pursuant other party irrevocably consents to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership such assignment or joint venture between the Custodian and the Fundtransfer. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial non-custodial obligations or duties under this Agreement without the consent or approval of any the Fund. The Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign CustodiansSub-Custodian, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign CustodiansSub-Custodian, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian Custodian, provided that such successor must have the appropriate resources and personnel to provide the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fundservices hereunder. The Custodian shall retain have the right right, without the consent or approval of any Fund, to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services required by applicable law to be performed by an Eligible Foreign Custodian, affiliates U.S. Securities System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any the Fund. The Custodian shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian had provided such services and committed such acts and omissions itself. The Unless otherwise agreed in a written fee schedule, the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian for that perform or may perform parts of the acts and omissions of sub-custodians, services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall be as set forth limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in Section 14 abovethe performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.

Assignment; Delegation. Neither this Agreement nor any rights or obligations hereunder may be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund, except that the Custodian may assign this Agreement to an affiliate of the Custodian. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Custodian and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fund. Information Classification: Limited Access The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial non-custodial obligations or duties under this Agreement without the consent or approval of any Fund. The Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to , except that the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an affiliate of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the FundCustodian. The Custodian shall retain have the right right, without the consent or approval of any Fund, to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services required by applicable law to be performed by an Eligible Foreign Custodian, affiliates U.S. Securities System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any the Fund. The Custodian shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian had provided such services and committed such acts and omissions itself. The Unless otherwise agreed in a written fee schedule, the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian for that perform or may perform parts of the acts and omissions of sub-custodians, services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall be as set forth limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in Section 14 above.the performance or discharge, of any obligations or duties under this Agreement other than the provision of the services. Information Classification: Limited Access

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to Notwithstanding the contrary in any written consent to an assignmentforegoing, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in Custodian may assign this Agreement to anyone other than the Custodian and the Funda successor of all or a substantial portion of its business, and the duties and responsibilities undertaken pursuant or to this Agreement shall be for the sole and exclusive benefit an Affiliate of the Custodian and the Fund. This Agreement shall inure upon ninety (90) days' prior written notice to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fund. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) its Affiliates to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any Fund. The Custodian may employ other agents, subcontractors, consultants and other third parties (each a "Delegate") to provide the services stated herein to the Funds upon the prior written consent of the Funds. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate or Affiliate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its DelegatesDelegates and Affiliates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, consultants, authorized data sources, suppliers of Custodian's third party technology, providers of market infrastructure, and other non-affiliated entities that provide similar assistance to the Custodian in its performance of its duties under this Agreement, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

Assignment; Delegation. Neither this This Agreement nor any rights or obligations hereunder may not be assigned by (a) any the Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Custodian and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fund. The Custodian shall retain have the right right, without the consent or approval of the Fund, to employ agents, subcontractors, consultants or and other third parties, includingwhether affiliated or unaffiliated, without limitationto provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services required by applicable law to be performed by an Eligible Foreign Custodian, affiliates U.S. Securities System or Foreign Securities System (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other noncustodial obligations or duties under this Agreement without the consent or approval of any the Fund. The Custodian shall be responsible for the services delivered by, and the acts and omissions of of, any such Delegate so employed as if the Custodian had provided such services and committed such acts and omissions itself. The Unless otherwise agreed in a written fee schedule, the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and System or Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability Custodian will provide the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other periodic basis, which information shall include the identities of Delegates affiliated with the Custodian for that perform or may perform parts of the acts and omissions of sub-custodians, services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and System or Foreign Securities Systems Systems), and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably request from time to time. Nothing in this paragraph shall be as set forth limit or restrict the Custodian’s right to use affiliates or third parties to perform or discharge, or assist it in Section 14 abovethe performance or discharge, of any obligations or duties under this Agreement other than the provision of the services.

Assignment; Delegation. Neither A. Except as otherwise permitted in this Article, this Agreement nor any rights or obligations hereunder may shall not be assigned or delegated by (a) any Fund party without the prior written consent of the Custodian other party. B. ecomaine may assign its interest and obligations hereunder to a person, firm or corporation acquiring all or substantially all of the business and assets of ecomaine by transfer of assets or otherwise, provided that, ecomaine shall provide to MUNICIPALITY no less than ninety (b90) days prior written notice of such assignment, and, further provided that, following receipt of such notice, MUNICIPALITY may terminate this Agreement upon no less than thirty (30) days written notice to ecomaine prior to such assignment. C. Anything to the Custodian contrary notwithstanding, the MUNICIPALITY consents to ecomaine entering into an indenture of trust and/or mortgage and security agreement of the Facility or Site, and/or assignment of this Agreement or the revenues therefrom with a third party trustee for the purposes of obtaining bond financing and into other loan agreements for the purposes of obtaining conventional or bond financing (which may include agreements with Providers of Credit Enhancement in connection with such financing), with the acknowledgement that under such financing agreements ecomaine may be required to pledge and assign its rights in and to the Facility, or Site, and its rights under this Agreement to the Trustee or other lender and/or to any Credit Enhancement Providers as security for its debt obligations in event of default. The MUNICIPALITY consents to the assignment of this Agreement to such parties including the Trustee and any Credit Enhancement Providers (hereinafter collectively called the "Assignee") providing financing or Credit Enhancement for the Facility or Site, or any portions thereof. In the event of any such assignment, and if the documents executed and delivered in connection with any such assignment so require, the following provisions shall apply: (1) There shall be no cancellation, surrender, termination, amendment or modification of this Agreement by joint action of ecomaine and the MUNICIPALITY without the prior written consent of the Assignee. (2) The MUNICIPALITY will mail to each applicable Fund. Any attempt Assignee by certified mail, return receipt requested, at such address as specified by the Assignee, copies of all notices which the MUNICIPALITY may from time to do so in violation of this Section shall be void. Unless specifically stated time serve ecomaine or any successors, simultaneously therewith. (3) In the event that the Assignee gives written notice to the contrary MUNICIPALITY that ecomaine is in default under any written consent of the Bonds, or under any agreement with any Credit Enhancement Provider, then the MUNICIPALITY shall make all payments due hereunder directly to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Except as explicitly stated in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Custodian and the FundAssignee, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Custodian and the Fund. This Agreement shall inure deliver Acceptable Waste to the benefit of, Site as designated thereafter from time to time by the Assignee. Following any such notice of default and be binding uponunless and until the MUNICIPALITY receives notice from the Assignee to the contrary, the parties and their respective permitted successors and assigns. This Agreement does not constitute an agreement for a partnership or joint venture between the Custodian and the Fund. The Custodian Assignee shall retain have the right to employ agentsdetermine the ecomaine budget and to exercise all other rights of ecomaine hereunder, subcontractors, consultants or and to take such other third parties, including, without limitation, affiliates actions as provided in any agreement between any Assignee and ecomaine. (each, a “Delegate” and collectively, the “Delegates”4) to provide or assist it in the provision No waiver by ecomaine of any part of the non-custodial services described herein obligations of the MUNICIPALITY hereunder and no consent or election made by ecomaine or the discharge MUNICIPALITY hereunder and no purported termination of any other noncustodial obligations or duties under this Agreement by ecomaine or the MUNICIPALITY shall be effective against the Assignee without the prior written consent or approval of any Fund. The Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodiansAssignee, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be except as set forth in Section 14 abovePargraph B of this Article XI. (5) No Assignee shall have any obligation to perform the obligations of ecomaine hereunder unless it is in possession or control of the Site (and then only as long as the Assignee is in possession or control of the Site), provided, however, that if the Assignee does not take possession or control of the Site, then ecomaine shall continue to have the right to operate the Site (subject to the other terms hereof). The Assignee may, but shall not be obligated to, cure any default of ecomaine under this Agreement.