Deconversion. In the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent shall, at the Fund’s request, offer reasonable assistance to the Fund in converting, within a reasonable time frame agreed to by the parties, the Fund’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Fund (the “Deconversion”) (subject to the recompense of the Transfer Agent for such assistance at their standard rates and fees in effect at the time). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, except to the extent necessary to effectuate such Deconversion and then, only pursuant to a written confidentiality agreement executed between the Transfer Agent and the new service provider, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
Deconversion. In the event that this Agreement is terminated or not renewed for any reason by the Fund, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at Fund’s request, shall offer reasonable assistance to the Fund in converting the Fund’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Fund (the “Deconversion”). Such Deconversion is subject to the recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time and to a reasonable time frame for performance as agreed to by the parties. As used herein “reasonable assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, including the Proprietary Information as defined in Section 7.1, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
Deconversion. In the event that this Agreement is terminated or not renewed for any reason by the Fund, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at Fund's request, shall offer reasonable assistance to the Fund in converting the Fund's records from the Transfer Agent's systems to whatever services or systems are designated by Fund (the "Deconversion"). Such Deconversion is subject to the recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time and to a reasonable time frame for performance as agreed to by the parties. As used herein "reasonable assistance" and "transitional assistance" shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider's system, or to provide any new functionality to such provider's system, (ii) to disclose any protected information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any of the Transfer Agent's software, or to otherwise alter the format of the data as maintained on any provider's systems.
Deconversion. In the event that this Agreement is terminated or not renewed for any reason, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent, at the Trust’s request, shall offer reasonable assistance to the Trust’s in converting the Trust’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Trust (the “Deconversion”), subject to the recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time, which should be no greater than a standard commercial rate. As used herein “reasonable assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s system.
Deconversion. In the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, at each Fund’s request, it shall offer reasonable assistance to each Fund in converting each Fund’s records from the Transfer Agent’s systems to whatever services or systems are designated by each Fund (the “Deconversion”) (subject to the recompense of the Transfer Agent for such assistance at their standard rates and fees in effect at the time within a reasonable time frame agreed to by the parties). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring that the Transfer Agent (i) assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, or (ii) disclose any protected information of the Transfer Agent, or (iii) develop Deconversion software, modify any of the Transfer Agent’s software, or otherwise alter the format of the data as maintained on any provider’s systems.
Deconversion. Xxxxxxx will cooperate with any reasonable request of the Trust to effect a prompt transition to a new service provider selected by the Trust. In consideration for which, Xxxxxxx shall be entitled to collect from the Trust or the Adviser the amount of all of Ultimus’ cash disbursements reasonably made for services in connection with Ultimus’ activities in effecting such transition, including, without limitation, the delivery to the Trust or its designees of the Trust’s property, records, instruments, and documents, and a fee for fund administration deconversion services of not less than $[ ].
Deconversion. Upon expiration or termination of this Agreement, Client shall pay Mellon a fee for deconversion services (e.g., providing shareholder lists and files, producing and shipping records, answering successor agent inquiries). This fee shall be based on Mellon’s then-current deconversion fee schedule. Mellon may withhold the Client’s records, reports and unused certificate stock pending Client’s payment in full of all fees and expenses owed to Mellon under this Agreement. Legal Expenses, System Modifications: Certain expenses may be incurred in resolving legal matters that arise in the course of performing services hereunder. This may result in a separate charge to cover Mellon’s expenses (including the cost of external or internal counsel) in resolving such matters; provided that any legal expenses charged to the Client shall be reasonable. In the event any federal, state or local laws, rules or regulations are enacted that require Mellon to (i) make any adjustments and/or modifications to its current system, or (ii) provide additional services to Client for which Mellon is not being compensated hereunder, then Client shall compensate Mellon (a) on a pro rata basis proportionate to the Client’s registered shareholder base, for the costs associated with making such required adjustments and/or modifications, or (b) according to Mellon’s standard fees established, in good faith, with respect to such additional services.
Deconversion. In the event that this Agreement is terminated or not renewed for any reason by the Administrator with respect to any or all Trusts or Portfolios, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Administrator, Trust and Portfolios, the Transfer Agent, at Administrator’s request, shall offer reasonable assistance to the applicable Trust(s) in converting a Trust’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Administrator on behalf of a Trust and the Portfolios (the “Deconversion”). Such Deconversion is subject to the recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time and to a reasonable time frame for performance as agreed to by the parties. As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, including the Proprietary Information as defined in Section 7.1, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
Deconversion. On the termination of this Agreement, MUIS shall provide to the affected Trusts the services, if any, that the applicable Trust requests in writing to be provided to such Trust after the effectiveness of such termination for a time period requested by the Trust not to exceed 180 days or such other period as MUIS and the Trust may mutually agree upon (“Disengagement Period”), subject to all of the terms and conditions of this Agreement, including terms related to charges and fees for such services. MUIS shall reasonably cooperate with the Trust to provide transition assistance and act in good faith to allow an orderly transition of services and to minimize disruption to the Trusts and to their ongoing business during the Disengagement Period. All services, reasonable cooperation, transition assistance, and other support under this Section 20 shall be the “Disengagement Services”.
Deconversion. In the event that this Agreement is terminated or not renewed for any reason by the Fund, the Transfer Agent shall offer reasonable assistance to the Fund in converting the Fund’s records from the Transfer Agent’s systems to whatever services or systems are designated by the Fund. Such deconversion is subject to the recompense of the Transfer Agent for such assistance at its standard rates and fees in effect at the time. The Transfer Agent will convert the Fund’s account records (including master history and sub-files) from the Transfer Agent’s system (a “Deconversion”) using certain standard file layouts. The Fund may elect, at its expense, to use a different file layout or require other custom programming with respect to the conversion of its account records (a “non-standard Deconversion”). If the Fund makes such an election, the Fund shall provide the Transfer Agent with its conversion requirements. The Transfer Agent shall provide the Fund with a written estimate for approval of such non-standard Deconversion cost, based on the Fund’s specifications and the Transfer Agent’s standard rates in effect at the time, prior to the commencement of any Deconversion activity.
