Res 2014-097/Agreement with Texas CLASS to serve as an investment pool provider

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cause such Investment Funds or Investment Property to become assets or liabilities of the Custodian. 5.2 Resignation and Removal; Successors. (a) The Custodian may resign upon the giving of at least sixty (60) days prior written notice to the Board of Trustees and the Program Administrator. A majority of the Board of Trustees may remove the Custodian upon at least sixty (60) days prior written notice to the Custodian and the Program Administrator. Notwithstanding the foregoing, the resignation or removal of the Custodian shall not be deemed effective unless a successor shall have been chosen pursuant to Section 5.2(b) hereof. In the event that assets remain in the possession of the Custodian due to the failure of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to compensation for its services during such period, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. Alternatively, the Custodian shall have the right to commence an action in the nature of an interpleader and seek to deposit the assets in a court of competent jurisdiction. (b) In the event that the Custodian shall give notice of its resignation or if the Board of Trustees shall give notice of the removal of the Custodian, a majority of the Board of Trustees shall appoint a successor provided, however, that so long as the Program Administrator is required to pay the fees of the Custodian pursuant to Article VI hereof, the appointment of such successor Custodian shall require the prior written consent of the Program Administrator. 5.3 Powers. (a) (i) The Custodian is authorized and directed to open and maintain, and the Custodian shall open and maintain, one custody account for the benefit of the Trust (the "Account ") in the name of "[Name of Custodian] as Custodian for the Benefit of Texas CLASS" and will accept for safekeeping and for credit to the Account, in accordance with the terms hereof, all securities representing the investment of Investment Funds pursuant to Section 2.1 hereof, and the income or earnings derived therefrom. The Custodian may accept funds hereunder for the purchase of securities to be held by the Custodian and shall not be required to make an independent determination whether such funds are Investment Funds. (ii) Except as provided in Section 5.3(c)(iii), all securities and other noncash Investment Property held in the Account shall be physically segregated from other securities in the possession of the Custodian and shall be identified as subject to this Agreement. (b) In accordance with instructions of the Program Administrator who shall act in a manner consistent with this Agreement, the Custodian shall, for the account and benefit and burden of the Participants: (i) receive and deliver Investment Funds and all other Investment Property in accordance with the requests of Participants pursuant_ to Article II and Exhibits A and B hereof, 18 #4350219.1