Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term thereafter, either party may terminate this Agreement: i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule. 10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination. 10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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. 10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 18 contracts
Sources: Transfer Agency and Service Agreement (Federated Hermes ETF Trust), Transfer Agency and Service Agreement (Federated Hermes ETF Trust), Transfer Agency and Service Agreement (Federated Hermes ETF Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 until terminated by either party by giving one hundred twenty (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”120) unless a days’ written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may beother. During the Initial Term or any Renewal Term thereafter, either Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioAgreement, the Trust on behalf of a Portfolio, shall pay the Transfer Agent its compensation due and shall reimburse up to the effective date of termination. Upon notice of termination of this Agreement for any reason, Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for its coststhe orderly migration of the services herein. For the purpose of successful migration of such services, expenses and disbursements due the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the fee schedule.
10.2 Either party may terminate terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement in its entirety, upon at least six (6) months’ prior written on the date of notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstancestermination. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 16 contracts
Sources: Transfer Agency and Service Agreement (Capital Group Equity ETF Trust I), Transfer Agency and Service Agreement (Capital Group Fixed Income ETF Trust), Transfer Agency and Service Agreement (Capital Group Conservative Equity ETF)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 until terminated by either party by giving one hundred twenty (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”120) unless a days’ written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may beother. During the Initial Term or any Renewal Term thereafter, either Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this Agreement, the Trust on behalf of a Fund shall pay Administrator its compensation due up to the effective date of termination. Upon notice of termination of this Agreement pursuant for any reason, Administrator and Trust agree to this paragraph with respect provide their reasonable cooperation to effect an orderly transition of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal of any records to a new service provider or administrator selected by the Trust or to the Trust or any Portfolioas soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the Trust parties may agree to have this Agreement remain in effect for an additional period after the termination date (the “Extension Period”). During the Extension Period, Administrator shall pay perform such services as the Transfer Agent its compensation due and parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall reimburse the Transfer Agent for its costs, expenses and disbursements due be provided by Administrator under the fee schedule.
10.2 Either party may terminate terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement in its entiretyon the date of notice of termination. Sections 8, upon at least six (6) months’ prior written notice to the other party. In addition9, the Trust may terminate 10 and 13 shall survive termination of this Agreement at for any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstancesreason. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 16 contracts
Sources: Transfer Agency and Service Agreement (Capital Group Equity ETF Trust I), Transfer Agency and Service Agreement (Capital Group Fixed Income ETF Trust), Transfer Agency and Service Agreement (Capital Group Conservative Equity ETF)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15February 28, 2023 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust a Fund or any Portfolio, the Trust Administrator or applicable Fund or Portfolio shall pay the Transfer Agent Sub-Administrator its compensation due and shall reimburse the Transfer Agent Sub-Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of of: (i) the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination Administrator’s termination of this Agreement with respect to a Fund or its Portfolio(s) for any given Trust reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Sub-Administrator is not retained to continue providing services hereunder to a Fund or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust (or Portfolio. Upon termination of this Agreementits respective successor), the Trust Administrator shall pay to the Transfer Agent such Sub-Administrator its compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In termination and shall reimburse the event that this Agreement is terminated or not renewedSub-Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Transfer Agent agrees that, in order to provide for uninterrupted service to Sub-Administrator will deliver the Trust, the Transfer Agent shall, at the TrustFund’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, the Trustsuch Portfolio’s records from as set froth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Transfer AgentBoard of Trustees of the Fund’s determination in its reasonable business judgment that such Fund or Portfolio is no longer viable, except to (b) a merger of a Fund or Portfolio into, or the extent necessary to effectuate such Deconversion and thenconsolidation of a Fund or Portfolio with, only pursuant to a written confidentiality agreement executed between the Transfer Agent and the new service provideranother entity, or (iiic) to develop Deconversion softwarethe sale by a Fund or Portfolio of all, to modify any or substantially all, of the Transfer AgentFund’s softwareor Portfolio’s assets to another entity, in each of (b) and (c) where the Sub-Administrator is retained to continue providing services to such Fund or to otherwise alter Portfolio (or its respective successor) on substantially the format same terms as this Agreement. Termination of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent rights and duties under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on Agreement with respect to any other Fund or before the business day immediately prior to the conversion or termination of servicesPortfolio.
Appears in 9 contracts
Sources: Sub Administration Agreement (Federated Hermes Fixed Income Securities, Inc.), Sub Administration Agreement (Federated Hermes Insurance Series), Sub Administration Agreement (Federated Hermes Total Return Series, Inc.)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15November 1, 2023 2022 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one I-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or (iii) during any Renewal Term upon ninety (90) days’ written notice to the other party. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust a Company or any PortfolioFund, the Trust Company or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) a Company’s termination of this Agreement with respect to such Company or its Fund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Company or a Fund (or its respective successor), the Company or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Company or such Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such (a) the liquidation or dissolution of the Company or a Fund and distribution of the Company’s or such Fund’s assets as a result of the Board’s determination in its entiretyreasonable business judgment that the Company or such Fund is no longer viable (b) a merger of the Company or a Fund into, upon at least six or the consolidation of the Company or a Fund with, another entity, or (6c) monthsthe sale by the Company or a Fund of all, or substantially all, of the Company’s or Fund’s assets to another entity, in each of (b) and (c) where the applicable Fund provides sixty (60) days’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate advance of the Trust is no longer investment adviser to closing date of any such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstancestransaction. Termination of this Agreement with respect to any given Trust one particular Company or Portfolio Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust Company or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 7 contracts
Sources: Master Administration Agreement (Value Line Core Bond Fund), Master Administration Agreement (Value Line Mid Cap Focused Fund, Inc.), Master Administration Agreement (Value Line Select Growth Fund, Inc.)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 three years from the effective date (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay the Transfer Agent State Street its compensation due and shall reimburse the Transfer Agent State Street for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice with respect to the Trust or its Fund(s) for any reason other party. In additionthan as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which State Street is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust may terminate this Agreement at any time, or applicable Fund shall pay State Street its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by State Street with respect to any individual the Trust or any Portfolio such Fund) and shall reimburse State Street for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, State Street will deliver the Trust’s or Portfoliossuch Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where State Street is retained to continue providing as much notice services to the Transfer Agent Trust or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 6 contracts
Sources: Service Agreement (Sma Relationship Trust), Service Agreement (Pace Select Advisors Trust), Service Agreement (Ubs Funds)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 3, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust any Fund or any Portfolio, the Trust applicable Fund shall pay the Transfer Agent Custodian its compensation due and shall reimburse the Transfer Agent Custodian for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) any Fund's termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to such Fund or its Portfolio(s) for any individual Trust reason other than as set forth in the immediately preceding paragraph or any (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or Portfoliosits respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Trust Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer investment adviser viable (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to such Trust Fund or Portfolio, by providing Portfolio (or its respective successor) on substantially the same terms as much notice to the Transfer Agent as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust one particular Fund or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust Fund or Portfolio. Upon The provisions of Sections 14 and 15 and the indemnification obligations of Section 6 of this Agreement shall survive termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and Agreement for any reimbursable expenses as may be due under the terms hereof as of the date of such terminationreason.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 6 contracts
Sources: Master Custodian Agreement (RiverNorth Short Prime Unicorn Fund 2028, Inc), Master Custodian Agreement (Rivernorth Opportunities Fund, Inc.), Master Custodian Agreement (RiverNorth Specialty Finance Corp)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 23, 2023 2018 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During In any event, except as otherwise agreed to in writing by the parties hereto, during the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the any Trust or any PortfolioFund, the applicable Trust or Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) a Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by its Fund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing as much notice services hereunder to the Transfer Agent Trust or a Fund (or its respective successor), the applicable Trust or Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to such Trust or Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement or if there is a reasonable dispute about the amount of such payment or reimbursement, the Administrator will deliver such Trust’s or Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such (a) the liquidation or dissolution of a Trust or Fund and distribution of a Trust’s or Fund’s assets as a result of the Board’s determination in its reasonable business judgment that such Trust or Fund is reasonably practicable under no longer viable (b) a merger of a Trust or Fund into, or the circumstancesconsolidation of a Trust or Fund with, another entity, or (c) the sale by a Trust or Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to such Trust or Fund (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any given one particular Trust or Portfolio Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 5 contracts
Sources: Master Administration Agreement (Fpa Paramount Fund Inc), Master Administration Agreement (Fpa New Income Inc), Master Administration Agreement (Fpa Capital Fund Inc)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 one year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or at the direction of such party’s regulators. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioTrust, the Trust shall pay the Transfer Agent Administrator its compensation due and shall reimburse Administrator for its costs, expenses and disbursements. In the Transfer Agent event of: (i) the Trust’s termination of this Agreement with respect to the Trust for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust or shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Administrator for its costs, expenses and disbursements then due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or PortfolioAgreement. Upon termination receipt of this Agreementsuch payment and reimbursement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, Administrator will deliver the Trust’s records from as set forth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such (a) the liquidation or dissolution of the Transfer Agent, except to the extent necessary to effectuate such Deconversion Trust 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 distribution of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged as a result of the Trustee’s determination in its reasonable business judgment that the Trust shall be liquidated or purchased dissolved (b) a merger of the Trust into, or the like with or by another entity that does not utilize the services consolidation of the Transfer AgentTrust with, then another entity, or (c) the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid sale by the Trust of all, or substantially all, of the Trust’s assets to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesanother entity.
Appears in 4 contracts
Sources: Administration Agreement (VanEck Solana ETF), Administration Agreement (VanEck Avalanche ETF), Administration Agreement (VanEck Solana ETF)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 three years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 4 contracts
Sources: Transfer Agency and Service Agreement (Sprott ETF Trust), Transfer Agency and Service Agreement (ALPS ETF Trust), Transfer Agency and Service Agreement (Elevation ETF Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 one year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice being given by the non-breaching party of such breach, (ii) in the event there are consistent breaches of established parameters in mutually agreed upon written service level agreement, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or at the direction of such party’s regulators. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust, the Trust shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust for the previous twelve (12) month period) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfoliodisbursements. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, will deliver the Trust’s records from as set forth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such as (a) the liquidation or dissolution of the Transfer Agent, except to the extent necessary to effectuate such Deconversion Trust 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 distribution of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged as a result of the Board’s determination in its reasonable business judgment that the Trust shall be liquidated or purchased dissolved, (b) a merger of the Trust into, or the like with or by another entity that does not utilize the services consolidation of the Transfer AgentTrust with, then another entity, or (c) the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid sale by the Trust of all, or substantially all, of its assets to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesanother entity.
Appears in 4 contracts
Sources: Transfer Agency and Service Agreement (VanEck Avalanche ETF), Transfer Agency and Service Agreement (VanEck Solana ETF), Transfer Agency and Service Agreement (VanEck Solana ETF)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15June 9, 2023 2020 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be, or such shorter period as the Parties may agree. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice with respect to the Trust or its Fund(s) for any reason other party. In additionthan as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust may terminate this Agreement at any time, or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to any individual the Trust or any Portfolio such Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Trust’s or Portfoliossuch Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Trust or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust Fund. If a successor administrator for one or Portfolio. Upon termination more Funds shall be appointed by the Board of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at Administrator and the Trust, on behalf of any applicable Fund(s) agree, upon termination and the Administrator’s requestreceipt of instructions from the Trust, offer reasonable assistance to reasonably cooperate to deliver to such successor Administrator, the records of the Trust and/or the Funds as reasonably requested by the Trust. Each of the Administrator and the Trust, on behalf of any applicable Fund(s), agrees to reasonably cooperate with the successor administrator in the execution of such documents and the performance of such other necessary actions as may reasonably be requested by the successor administrator or the Trust in convertingorder to substitute the successor administrator for the Administrator, within a reasonable time frame agreed provided, however, that any special or unduly burdensome arrangements, and any expenses associated therewith, shall be subject to good faith negotiation and mutual agreement by the parties, parties hereto. All reasonable out-of-pocket expenses associated with the Trust’s records from transfer of the Transfer Agent’s systems to whatever administration services or systems are designated hereunder upon termination hereof shall be borne by the Trust respective Funds (except as may be specifically and mutually agreed in writing by the “Deconversion”) (subject to the recompense of the Transfer Agent for such assistance at their standard rates and fees parties 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 relation 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 systemsspecial arrangements).
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 3 contracts
Sources: Administration Agreement (Guardian Variable Products Trust), Administration Agreement, Administration Agreement (Guardian Variable Products Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15January 26th, 2023 2025 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party Party no later than ninety one hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party Party may terminate this Agreement: (i) in the event of the other partyParty’s material breach of a material provision of this Agreement that the other party Party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party Party or upon the happening of a like event to the other party Party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioClient, the Trust Client shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Client’s termination of this Agreement with respect to the Client for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Client (or its respective successor), the Client shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Client) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Client’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Client and distribution of the Client’s assets as a result of the Board’s determination in its reasonable business judgment that the Client is no longer investment adviser viable, (b) a merger of the Client into, or the consolidation of the Client with, another entity, or (c) the sale by the Client of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Client Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio Class shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Client or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationClass.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 3 contracts
Sources: Transfer Agency and Service Agreement (Partners Group Lending Fund, LLC), Transfer Agency and Service Agreement (Partners Group Growth, LLC), Transfer Agency and Service Agreement (Partners Group Next Generation Infrastructure LLC)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust Administrator shall pay the Transfer Agent Sub-Administrator its compensation due and shall reimburse the Transfer Agent Sub-Administrator for its costs, expenses and disbursements due under disbursements. Upon receipt of such payment and reimbursement, the fee schedule.
10.2 Either party may terminate Sub-Administrator will deliver the Fund’s records as set forth herein. In the event of: (i) the Administrator’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to the Fund for any individual Trust reason other than as set forth in the immediately preceding paragraph or any Portfolio (ii) a transaction not in the ordinary course of business pursuant to which the Sub-Administrator is not retained to continue providing services hereunder to the Fund (or Portfoliosits respective successor), the Administrator shall pay the Sub-Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Sub-Administrator with respect to the Fund) and shall reimburse the Sub-Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Sub-Administrator will deliver the Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust is Fund and distribution of the Fund’s assets as a result of the Board’s determination to liquidate the Fund due to it no longer investment adviser being viable, (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of the Fund’s assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Sub-Administrator is retained to continue providing as much notice services to the Transfer Agent Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 3 contracts
Sources: Sub Administration Agreement (MassMutual Access Pine Point Fund), Sub Administration Agreement (MassMutual Access Pine Point Fund), Sub Administration Agreement (MassMutual Access Pine Point Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15June 30, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Fund or any Portfolio, the Trust Fund or applicable Portfolio shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Fund’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to the Fund or its Portfolio(s) for any individual Trust reason other than as set forth in the immediately preceding paragraph or any (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Fund or a Portfolio (or Portfoliosits respective successor), the Fund or applicable Portfolio shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Administrator with respect to the Fund or such Portfolio) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Fund’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust Fund or a Portfolio and distribution of the Fund’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer investment adviser viable (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of the Fund’s or Fund’s assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Fund or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust one particular Fund or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust Fund or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 3 contracts
Sources: Administration Agreement (Blackstone Alternative Alpha Master Fund), Administration Agreement (Blackstone Alternative Alpha Fund II), Administration Agreement (Blackstone Alternative Alpha Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 30, 2023 2019 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to a Company, such Company shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the Trust event of: (i) a Company’s termination of this Agreement with respect to such Company for any reason other than as set forth in the immediately preceding paragraph or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to such Company (or its respective successor), the Trust such Company shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to such Company) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver such Company’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Company and distribution of such Company’s assets as a result of the Trust Company’s determination in its reasonable business judgment that such Company is no longer investment adviser viable, (b) a merger of such Company into, or the consolidation of such Company with, another entity, or (c) the sale by such Company of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent is retained to continue providing services to such Company (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Company shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationCompany.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 3 contracts
Sources: Transfer Agency and Service Agreement (Partners Group Private Equity (TEI), LLC), Transfer Agency and Service Agreement (Partners Group Private Equity (Institutional TEI), LLC), Transfer Agency and Service Agreement (Partners Group Private Equity, LLC)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15June 9, 2023 2020 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be, or such shorter period as the Parties may agree. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust or applicable Fund shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by providing as much notice the Trust or a Fund of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust Fund. If a successor transfer agent for one or Portfolio. Upon termination more Funds shall be appointed by the Board of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at and the Trust’s request, offer reasonable assistance to the Trust in convertingon behalf of any applicable Fund(s) agree, within a reasonable time frame agreed to by the parties, the Trust’s records from upon termination and the Transfer Agent’s systems to whatever services or systems are designated by receipt of instructions from the Trust (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 modifyTrust, to alter, reasonably cooperate to enhance, or to improve such provider’s system, or to provide any new functionality deliver to such provider’s system, (ii) to disclose any protected information of the successor Transfer Agent, except to the extent necessary to effectuate such Deconversion and then, only pursuant to a written confidentiality agreement executed between records of the Trust and/or the Funds as reasonably requested by the Trust. Each of the Transfer Agent and the new service providerTrust, on behalf of any applicable Fund(s), agrees to reasonably cooperate with the successor transfer agent in the execution of such documents and the performance of such other necessary actions as may reasonably be requested by the successor 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire in order to move any of its services provided by substitute the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except transfer agent for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay provided, however, that any special or unduly burdensome arrangements, and any expenses associated therewith, shall be subject to the Transfer Agent an amount equal to the average monthly fee paid good faith negotiation and mutual agreement by the Trust to parties hereto. All reasonable out-of-pocket expenses associated with the Transfer Agent under transfer of the Agreement multiplied transfer agency services hereunder upon termination hereof shall be borne by the number of months remaining respective Funds (except as may be specifically and mutually agreed in writing by the Initial or Renewal Term. The payment of all fees owing parties in relation to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicessuch special arrangements).
Appears in 3 contracts
Sources: Transfer Agency and Service Agreement (Guardian Variable Products Trust), Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (Guardian Variable Products Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 one year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the Information Classification: Limited Access expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice being given by the non-breaching party of such breach, (ii) in the event there are consistent breaches of established parameters in mutually agreed upon written service level agreement, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or at the direction of such party’s regulators. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust, the Trust shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust for the previous twelve (12) month period) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfoliodisbursements. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, will deliver the Trust’s records from as set forth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such as (a) the liquidation or dissolution of the Transfer Agent, except to the extent necessary to effectuate such Deconversion Trust 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 distribution of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged as a result of the Board’s determination in its reasonable business judgment that the Trust shall be liquidated or purchased dissolved, (b) a merger of the Trust into, or the like with or by another entity that does not utilize the services consolidation of the Transfer AgentTrust with, then another entity, or (c) the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid sale by the Trust of all, or substantially all, of its assets to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesanother entity.
Appears in 3 contracts
Sources: Transfer Agency and Service Agreement (VanEck BNB ETF), Transfer Agency and Service Agreement (VanEck Avalanche ETF), Transfer Agency and Service Agreement (VanEck BNB ETF)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 1514, 2023 2018 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (eachmay be terminated by either party by an instrument in writing delivered or mailed, a “Renewal Term”) unless a written notice of non-renewal is delivered by postage prepaid to the non-renewing party no later other party, such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term such delivery or any Renewal Term, as the case may bemailing. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that continuation of the Trust or such Portfolio is no longer investment adviser to such not in the best interest of the Trust or Portfolio, (b) a merger of the Trust or a Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Natixis ETF Trust II), Transfer Agency and Service Agreement (Natixis ETF Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust, the Trust shall pay Administrator its compensation due and shall reimburse Administrator for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust for any reason other than as set forth in the immediately preceding paragraph or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust shall pay the Transfer Agent Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Administrator will deliver the Trust’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event of any transaction such (a) the liquidation or dissolution of the Trust and distribution of the Trust’s assets as a result of the Board’s determination in its reasonable business judgment that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination viable (b) a merger of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to into, or the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as consolidation of the date of such termination.
10.3 In Trust with, another entity, or (c) the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, the Trust’s records from the Transfer Agent’s systems to whatever services or systems are designated sale by the Trust (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 enhanceall, or to improve such provider’s systemsubstantially all, 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or to another entity, in each of (b) and (c) where the like with or by another entity that does not utilize the Administrator is retained to continue providing services of the Transfer Agent, then to the Trust will pay to (or its respective successor) on substantially the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under same terms as this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesAgreement.
Appears in 2 contracts
Sources: Administration Agreement (Pershing Square USA, Ltd.), Administration Agreement (Pershing Square USA, Ltd.)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial two year term ending October 15September 1, 2023 2027 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either the Trust may terminate this Agreement by giving not less than 30 days’ prior written notice to the Transfer Agent. The Transfer Agent may terminate this Agreement by giving not less than 270 days’ prior written notice to the Trust. Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to Agreement, the Trust or any Portfolio, the Trust applicable Portfolio shall pay the Transfer Agent its compensation due and payable for the period to the date of such termination and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Shelton Funds), Transfer Agency and Service Agreement (SCM Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 45 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust, the Trust shall pay Administrator its compensation due and shall reimburse Administrator for its costs, expenses and disbursements. Either party may, in its discretion, terminate this Agreement for any reason by giving the other party at least ninety (90) days prior written notice of termination. In the event of: (i) the Trust’s termination of this Agreement any reason other than as set forth in the immediately preceding paragraph or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust (or its successor), the Trust shall pay the Transfer Agent Administrator its compensation due through the effective termination date of this Agreement (prorated for the current year through the effective termination date based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, Administrator will deliver the Trust’s records from as set forth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such (a) the liquidation or dissolution of the Transfer Agent, except to the extent necessary to effectuate such Deconversion Trust 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 distribution of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased as a result of the Board’s determination to liquidate the Trust (b) a merger of the Trust into, or the like with or by another entity that does not utilize the services consolidation of the Transfer AgentTrust with, then another entity, or (c) the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid sale by the Trust of all, or substantially all, of the Trust’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to the Transfer Agent under Trust (or its successor) on substantially the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under same terms as this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesAgreement.
Appears in 2 contracts
Sources: Administration Agreement (Coller Secondaries Private Equity Opportunities Fund), Administration Agreement (Coller Secondaries Private Equity Opportunities Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred and twenty (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 45 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust, the Trust shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust for any reason other than as set forth in the immediately preceding paragraph, or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Trust and distribution of the Trust’s assets as a result of the Board’s determination in its reasonable business judgment that an affiliate of the Trust is no longer investment adviser viable, (b) a merger of the Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by the Trust of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect retained to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance continue providing services to the Trust in converting, within a reasonable time frame agreed to by (or its respective successor) on substantially the parties, 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 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 same terms as maintained on any provider’s systemsthis Agreement.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Coller Secondaries Private Equity Opportunities Fund), Transfer Agency and Service Agreement (Coller Secondaries Private Equity Opportunities Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust, the Trust shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust for any reason other than as set forth in the immediately preceding paragraph, or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Trust and distribution of the Trust’s assets as a result of the Board’s determination in its reasonable business judgment that an affiliate of the Trust is no longer investment adviser viable, (b) a merger of the Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by the Trust of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect retained to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance continue providing services to the Trust in converting, within a reasonable time frame agreed to by (or its respective successor) on substantially the parties, 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 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 same terms as maintained on any provider’s systemsthis Agreement.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Pershing Square USA, Ltd.), Transfer Agency and Service Agreement (Pershing Square USA, Ltd.)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15May 9, 2023 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect the Company shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Company’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust Company (or any Portfolioits respective successor), the Trust Company shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Company) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfoliodisbursements. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees thatwill deliver the Company’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of its assets to another entity, in order to provide for uninterrupted service to the Trust, each of (b) and (c) where the Transfer Agent shall, at the Trust’s request, offer reasonable assistance is retained to continue providing services to the Trust in converting, within a reasonable time frame agreed to by Company (or its respective successor) on substantially the parties, 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 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 same terms as maintained on any provider’s systemsthis Agreement.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (New Mountain Guardian IV Unlevered BDC, L.L.C.), Transfer Agency and Service Agreement (New Mountain Guardian IV BDC, L.L.C.)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 on the one year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice with respect to the Trust or its Fund(s) for any reason other party. In additionthan as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust may terminate this Agreement at any time, or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to any individual the Trust or any Portfolio such Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Trust’s or Portfoliossuch Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Trust or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Administration Agreement (Morgan Creek Series Trust), Administration Agreement (Morgan Creek Series Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 five (5) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of that the appointment of other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency or other similar law, or a conservator or receiver is appointed for the other such party or upon the happening of a like event to the other such party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolioparagraph, the Trust shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionthe event of: (i) the Trust’s termination of this Agreement, the Trust may terminate this Agreement at any timewith or without notice, with respect to any individual Trust or Fund for any Portfolio or Portfolios, reason other than as set forth in the event that an affiliate immediately preceding paragraph or (ii) a transaction not in the ordinary course of the Trust is no longer investment adviser business pursuant to such Trust or Portfolio, by providing as much notice to which the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect not retained to any given Trust continue providing services hereunder to such Fund (or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreementits respective successor), the Trust shall pay to the Transfer Agent such its compensation and any reimbursable expenses as may be due under through the terms hereof as end of the date then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees thatwill deliver the Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to the first sentence of this paragraph in the event of (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Sponsor’s good faith determination that the Fund is no longer viable, (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to another entity, in order to provide for uninterrupted service to the Trust, each of (b) and (c) where the Transfer Agent shall, at the Trust’s request, offer reasonable assistance is retained to continue providing services to the Trust in converting, within a reasonable time frame agreed to by Fund (or its respective successor) on substantially the parties, 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 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 same terms as maintained on any provider’s systemsthis Agreement.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (AccuShares Commodities Trust I), Transfer Agency and Service Agreement (AccuShares Commodities Trust I)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15April 1, 2023 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 twenty (20) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction, (iii) upon the occurrence of a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Company or a Portfolio (or its respective successor), including, without limitation, (x) a merger of the Company or a Portfolio into, or consolidation of the Company or a Portfolio with, another entity or (y) the liquidation or dissolution of the Company or a Portfolio and distribution of the Company’s or such Portfolio’s assets as a result of the Board’s determination, in its reasonable business judgment, that the Company or such Portfolio is no longer viable, and (iv) upon the occurrence of a sale by the Company or a Portfolio of all, or substantially all, of the Company’s or Portfolio’s assets to another entity. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Company or any Portfolio, the Trust Company or applicable Portfolio shall pay the Transfer Agent Administrator its compensation due through the date of termination and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under incurred through the fee schedule.
10.2 Either party may terminate date of termination. In the event the Company terminates this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to the Company or its Portfolio(s) for any individual Trust or any Portfolio or Portfolios, reason other than as set forth in the event that an affiliate immediately preceding paragraph, the Company or applicable Portfolio shall pay the Administrator its compensation due through the end of the Trust is no longer investment adviser to such Trust or Portfolio, then-current term (based upon the average monthly compensation previously earned by providing as much notice the Administrator with respect to the Transfer Agent as is reasonably practicable under Company or such Portfolio) and shall reimburse the circumstancesAdministrator for its costs, expenses and disbursements incurred through the date of termination. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Company or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Administration Agreement (Calvert SAGE Fund), Administration Agreement (Calvert Responsible Index Series, Inc.)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2026 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Fund’s termination of this Agreement with respect to the Fund for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund (or its respective successor), the Fund shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfoliodisbursements. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees thatwill deliver the Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable, (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to another entity, in order to provide for uninterrupted service to the Trust, each of (b) and (c) where the Transfer Agent shall, at the Trust’s request, offer reasonable assistance is retained to continue providing services to the Trust in converting, within a reasonable time frame agreed to by Fund (or its respective successor) on substantially the parties, 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 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 same terms as maintained on any provider’s systemsthis Agreement.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Lincoln Partners Group Royalty Fund), Transfer Agency and Service Agreement (Lincoln Bain Capital Total Credit Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 [_______] 2019 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolioa Company, the Trust such Company shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) a Company’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to a Company for any individual Trust reason other than as set forth in the immediately preceding paragraph or any Portfolio (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Company (or Portfoliosits respective successor), the Company shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Company) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver each Company’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Company and distribution of such Company’s assets as a result of the Trust members’ determination in its reasonable business judgment that the Company is no longer investment adviser viable (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Company (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Company shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationCompany.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Administration Agreement (Partners Group Private Equity (TEI), LLC), Administration Agreement (Partners Group Private Equity, LLC)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15May 1, 2023 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Fund or any Portfolio, the Trust Fund or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Fund’s termination of this Agreement with respect to the Fund or its Portfolio (s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund or a Portfolio (or its respective successor), the Fund or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Fund’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund or a Portfolio and distribution of the Fund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer investment adviser viable, (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Fund such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Fund or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (Blackstone Alternative Investment Funds)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 one year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or at the direction of such party’s regulators. Upon termination Information Classification: Limited Access of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioTrust, the Trust shall pay the Transfer Agent Administrator its compensation due and shall reimburse Administrator for its costs, expenses and disbursements. In the Transfer Agent event of: (i) the Trust’s termination of this Agreement with respect to the Trust for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust or shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Administrator for its costs, expenses and disbursements then due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or PortfolioAgreement. Upon termination receipt of this Agreementsuch payment and reimbursement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, Administrator will deliver the Trust’s records from as set forth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such (a) the liquidation or dissolution of the Transfer Agent, except to the extent necessary to effectuate such Deconversion Trust 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 distribution of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged as a result of the Trustee’s determination in its reasonable business judgment that the Trust shall be liquidated or purchased dissolved (b) a merger of the Trust into, or the like with or by another entity that does not utilize the services consolidation of the Transfer AgentTrust with, then another entity, or (c) the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid sale by the Trust of all, or substantially all, of the Trust’s assets to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesanother entity.
Appears in 2 contracts
Sources: Administration Agreement (VanEck BNB ETF), Administration Agreement (VanEck BNB ETF)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October January 15, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Fund or any Portfolio, the Trust Fund or applicable Portfolio shall pay the Transfer Agent Administrator its compensation due and shall reimburse Administrator for its costs, expenses and disbursements. In the Transfer Agent event of: (i) the Fund’s termination of this Agreement with respect to the Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Fund or a Portfolio (or its respective successor), the Fund or applicable Portfolio shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Administrator its compensation due under through the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, end of the Initial Term (based upon at least six (6) months’ prior written notice to the other party. In addition, average monthly compensation previously earned by the Trust may terminate this Agreement at any time, Administrator with respect to any individual Trust the Fund or any Portfolio such Portfolio). Upon receipt of such payment and reimbursement, the Administrator will deliver the Fund’s or Portfoliossuch Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust Fund or a Portfolio and distribution of the Fund’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer investment adviser viable (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of the Fund’s or Fund’s assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Fund or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust one particular Fund or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust Fund or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Administration Agreement (Blackstone Real Estate Income Fund), Administration Agreement (Blackstone Real Estate Income Fund II)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 three (3) years after the date first set forth above (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Fund (or its successor), the Trust or applicable Fund shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by providing as much notice the Trust or a Fund of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Fund (or its successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (SSgA Master Trust), Transfer Agency and Service Agreement (SSgA Master Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October January 15, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Fund or any Portfolio, the Trust Fund or applicable Portfolio shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Fund’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to the Fund or its Portfolio (s) for any individual Trust reason other than as set forth in the immediately preceding paragraph or any (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund or a Portfolio (or Portfoliosits respective successor), the Fund or applicable Portfolio shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Transfer Agent its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund or such Portfolio). Upon receipt of such payment and reimbursement, the Transfer Agent will deliver the Fund’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund or a Portfolio and distribution of the Fund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer investment adviser viable, (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Fund such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Fund or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Blackstone Real Estate Income Fund II), Transfer Agency and Service Agreement (Blackstone Real Estate Income Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 one-year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement Information Classification: Limited Access pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. Each party may, in its discretion, terminate this Agreement for any reason by giving the other party at least ninety (90) days’ prior written notice of termination. In the event of: (i) the Fund’s termination of this Agreement with respect to the Fund for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund (or its respective successor), the Fund shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust is no longer investment adviser Fund and distribution of the Fund’s assets as a result of the Board’s determination to such Trust liquidate the Fund, (b) a merger of the Fund into, or Portfoliothe consolidation of the Fund with, another entity, or (c) the sale by providing as much notice the Fund of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of Fund that may be a party to this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Adams Street Venture & Growth Fund), Transfer Agency and Service Agreement (Adams Street Private Equity Navigator Fund LLC)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 six (6) months from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms ) and thereafter may be terminated by either party hereto upon sixty (each, a “Renewal Term”60) unless a days’ prior written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may benotice. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust any Fund or any Portfolio, the Trust applicable Fund shall pay the Transfer Agent Custodian its compensation due and shall reimburse the Transfer Agent Custodian for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) any Fund’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to such Fund or its Portfolio(s) for any individual Trust reason other than as set forth in the immediately preceding paragraph or any (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or Portfoliosits respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Trust Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer investment adviser viable (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to such Trust Fund or Portfolio, by providing Portfolio (or its respective successor) on substantially the same terms as much notice to the Transfer Agent as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust one particular Fund or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust Fund or Portfolio. Upon The provisions of Sections 6, 14 and 15 of this Agreement shall survive termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and Agreement for any reimbursable expenses as may be due under the terms hereof as of the date of such terminationreason.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Master Custodian Agreement (BMO LGM Frontier Markets Equity Fund), Master Custodian Agreement (BMO Lloyd George Frontier Markets Equity Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15November 30, 2023 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one two-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolioparagraph, the Trust Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Fund’s termination of this Agreement for any reason other than as set forth in its entirety, upon at least six the immediately preceding paragraph or (6ii) months’ prior written notice a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the other party. In additionFund (or its respective successor), the Trust may terminate Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Administrator) and shall reimburse the Administrator for its costs, expenses and disbursements. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer investment adviser viable (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination The provisions of Sections 6 and 8 of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity survive termination of this Agreement with respect to for any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationreason.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Administration Agreement (Ares Dynamic Credit Allocation Fund, Inc.), Administration Agreement (Ares Multi-Strategy Credit Fund, Inc.)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (eachmay be terminated by either party by an instrument in writing delivered or mailed, a “Renewal Term”) unless a written notice of non-renewal is delivered by postage prepaid to the non-renewing party no later other party, such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term such delivery or any Renewal Term, as the case may bemailing. During the Initial Term or any Renewal Term and thereafter, (A) either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction, or (B) the Trust may terminate this Agreement by providing not less than sixty (60) days’ prior written notice to the Transfer Agent that it intends to engage an affiliate of the Trust’s investment adviser to perform the services contemplated by this Agreement. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that continuation of the Trust or such Portfolio is not in the best interest of the Trust or Portfolio; (b) a merger of the Trust or a Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c), (X) where an affiliate of the Trust is no longer investment adviser is retained to such provide services to the Trust or Portfoliosuch Portfolio (or its respective successor), by providing as much notice to or (Y) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, Should the Trust shall pay to Agreement be terminated by either party for any reason and if requested by the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In the event that this Agreement is terminated or not renewedTrust, the Transfer Agent agrees thatto continue performing the services contemplated in this Agreement pursuant to the terms and conditions of this Agreement at the rates set forth in the then current fee schedule and for a reasonable period of time to be agreed upon by the parties in good faith, in order to provide for uninterrupted the orderly transition of services to an alternative service to the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, the Trust’s records from the Transfer Agent’s systems to whatever services or systems are provider designated by the Trust (the “Deconversion”) (subject so that, to the recompense of extent feasible, the services are maintained without interruption. The Trust shall reimburse the Transfer Agent for such assistance at their standard rates and fees in effect at additional costs (to be mutually agreed upon by the time). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (iparties) 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided which are reasonably incurred by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.transition
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (John Hancock Exchange-Traded Fund Trust), Transfer Agency and Service Agreement (John Hancock Exchange-Traded Fund Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2019 (the “Initial Term”). After Subject to the provisions of this Section 11, this Agreement shall, after the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the a Trust or any Portfolio, the applicable Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) a Trust’s termination of this Agreement with respect to such Trust or one or more of its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to such Trust or Portfolio(s) (or its respective successor), the applicable Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to such Trust or Portfolio(s)) and shall reimburse the Transfer Agent for its reasonable costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver such Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Trust or a Portfolio and distribution of such Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that such Trust or Portfolio is no longer investment adviser viable, (b) a merger of a Trust or Portfolio into, or the consolidation of a Trust of Portfolio with, another entity, or (c) the sale by a Trust or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to such Trust or Portfolio, by providing Portfolio (or its respective successor) on substantially the same terms as much notice to the Transfer Agent as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given one particular Trust or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or any other Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Master Transfer Agency and Service Agreement (Hartford Funds NextShares Trust), Master Transfer Agency and Service Agreement (Hartford Funds Exchange-Traded Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 1516, 2023 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolioa Company, the Trust such Company shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) a Company’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to a Company for any individual Trust reason other than as set forth in the immediately preceding paragraph or any Portfolio (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Company (or Portfoliosits respective successor), the Company shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Company) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver each Company’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Company and distribution of such Company’s assets as a result of the Trust Board’s determination in its reasonable business judgment that the Company is no longer investment adviser viable (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Company (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Company shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationCompany.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Administration Agreement (Partners Group Growth, LLC), Administration Agreement (Partners Group Next Generation Infrastructure LLC)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15__________, 2023 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust a Fund or any Portfolio, the Trust applicable Fund or Portfolio shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) a Fund's termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to such Fund or its Portfolio(s) for any individual Trust reason other than as set forth in the immediately preceding paragraph or any (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to a Fund or Portfolio (or Portfoliosits respective successor), the applicable Fund or Portfolio shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Administrator with respect to such Fund or Portfolio) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver such Fund’s or Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Trust Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer investment adviser viable (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of the Fund’s or Portfolio’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to such Trust Fund or Portfolio, by providing Portfolio (or its respective successor) on substantially the same terms as much notice to the Transfer Agent as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust one particular Fund or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust Fund or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Master Administration Agreement (Private Advisors Alternative Strategies Master Fund), Master Administration Agreement (Private Advisors Alternative Strategies Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 on the one-year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust Administrator shall pay the Transfer Agent Sub-Administrator its compensation due and shall reimburse the Transfer Agent Sub-Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either disbursements. Each party may may, in its discretion, terminate this Agreement in its entirety, upon for any reason by giving the other party at least six ninety (690) monthsdays’ prior written notice to the other partyof termination. In addition, the Trust may terminate event of: (i) the Administrator’s termination of this Agreement at any time, with respect to the Fund for any individual Trust reason other than as set forth in the immediately preceding paragraph or any Portfolio (ii) a transaction not in the ordinary course of business pursuant to which the Sub-Administrator is not retained to continue providing services hereunder to Administrator or Portfoliosthe Fund (or its respective successor), the Administrator shall pay the Sub-Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Sub-Administrator with respect to the Fund) and shall reimburse the Sub-Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Sub-Administrator will deliver the Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the Trust Administrator is no longer retained as the investment adviser to such Trust the Fund, (b) the liquidation or Portfoliodissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination to liquidate the Fund (c) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (d) the sale by the Fund of all, or substantially all, of the Fund’s assets to another entity, in each of (c) and (d) where the Sub-Administrator is retained to continue providing as much notice services to the Transfer Agent Administrator or the Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Sub Administration Agreement (Adams Street Venture & Growth Fund), Sub Administration Agreement (Adams Street Private Equity Navigator Fund LLC)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15_________, 2023 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust a Fund or any Portfolio, the Trust applicable Fund or Portfolio shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) a Fund's termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to such Fund or Portfolio for any individual Trust reason other than as set forth in the immediately preceding paragraph or any (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to a Fund or Portfolio (or Portfoliosits respective successor), the applicable Fund or Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to such Fund or Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver such Fund’s or Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the Trust Board’s determination in its reasonable business judgment that such Fund or Portfolio is no longer investment adviser viable, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust one particular Fund or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust Fund or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 2 contracts
Sources: Master Transfer Agency and Service Agreement (Private Advisors Alternative Strategies Fund), Master Transfer Agency and Service Agreement (Private Advisors Alternative Strategies Master Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 five (5) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of that the appointment of other party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency or other similar law, or a conservator or receiver is appointed for the other such party or upon the happening of a like event to the other such party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolioparagraph, the Trust shall pay the Transfer Agent Custodian its compensation due and shall reimburse the Transfer Agent Custodian for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionthe event of: (i) the Trust’s termination of this Agreement, the Trust may terminate this Agreement at any timewith or without notice, with respect to any individual Trust or Fund for any Portfolio or Portfolios, reason other than as set forth in the event that an affiliate immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Trust Custodian is no longer investment adviser not retained to continue providing services hereunder to such Trust Fund (or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreementits respective successor), the Trust shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to the Transfer Agent Fund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such compensation payment and any reimbursable expenses reimbursement, the Custodian will deliver the Fund’s securities, funds and other properties as may set forth herein. For the avoidance of doubt, no payment will be due under required pursuant to the terms hereof as first sentence of this paragraph in the event of (a) the liquidation or dissolution of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 Fund and distribution of the Transfer Agent for such assistance at their standard rates and fees in effect at Fund’s assets as a result of the time). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring Sponsor’s good faith determination that the Transfer Agent Fund is no longer viable, (ib) to assist any new service or system provider to modify, to alter, to enhancea merger of the Fund into, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information the consolidation of the Transfer AgentFund with, 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 provideranother entity, or (iiic) to develop Deconversion software, to modify any the sale by the Fund of the Transfer Agent’s softwareall, or substantially all, of its assets to otherwise alter another entity, in each of (b) and (c) where the format Custodian is retained to continue providing services to the Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in Sections 6, 14 and 15 of this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or survive termination of servicesthis Agreement for any reason.
Appears in 2 contracts
Sources: Custodian Agreement (AccuShares Commodities Trust I), Domestic Custodian Agreement (AccuShares Commodities Trust I)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15May 21, 2023 2020 (the “"Initial Term”"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “"Renewal Term”") unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this AgreementAgreement without penalty: (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptablemutually agreed, within 60 30 days’ ' written notice of such breachbreach unless the parties agree to extend such cure period, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Fund shall pay Transfer Agent its compensation due and undisputed and shall reimburse Transfer Agent for its reasonable out-of-pocket expenses associated with such termination. Any extraordinary expenses under this sub paragraph for which the Transfer Agent seeks reimbursement must be pre-approved by the Trust in writing, such approval shall not be unreasonably withheld. In the event of: (i) the Fund's termination of this Agreement with respect to the Trust or its Portfolio(s) during the Initial Term for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Fund shall pay the Transfer Agent its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Transfer Agent during the term with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costsreasonable expenses associated with such termination ("Termination Payment"). Any extraordinary expenses under this sub-paragraph for which the Transfer Agent seeks reimbursement must be pre-approved by the Fund in writing, expenses and disbursements due under such approval shall not be unreasonably withheld. Promptly upon the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In additionFund's request, the Trust may terminate this Agreement at any timeTransfer Agent will deliver the Trust's or such Portfolio's records as set forth herein. Notwithstanding the foregoing, with respect no Termination Payment will be required to any individual Trust or any Portfolio or Portfolios, be paid by the Fund in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust's or Portfolio's assets as a result of the Board's determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust or a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon Notwithstanding the above, in the event of a for-cause termination of this the Custodian Agreement, the Trust shall pay to Accounting Services Agreement, or the Transfer Agent such compensation Administration Agreement between State Street and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In the event that this Agreement is terminated Fund or not renewed, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent shall, Fund at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable any time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in may terminate this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term in whole or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicespart without penalty.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Principal Exchange-Traded Funds)
Effective Period and Termination. 10.1 This Agreement shall remain become effective as of its execution, shall continue in full force and effect for an initial term ending October 15until terminated as hereinafter provided, 2023 (the “Initial Term”). After the expiration and may be amended at any time by mutual agreement of the Initial Term, this parties hereto. This Agreement shall automatically renew for successive one year terms continue in full force and effect until the first to occur of: (eacha) termination by the Custodian by an instrument in writing delivered or mailed to the Fund, a “Renewal Term”such termination to take effect not sooner than 60 days after the date of such delivery; (b) unless a termination by the Trust by an instrument in writing delivered or mailed to the Custodian, such termination to take effect no sooner than 60 days after the date of such delivery; or (c) termination by the Trust by written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration Custodian, based upon such Trust's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Initial Term Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or any Renewal Term, at such later time as the case may besuch Trust shall designate. During the Initial Term or any Renewal Term thereafter, either party may terminate this Agreement: i) in In the event of the other party’s material breach termination pursuant to this Section by any Fund (a "TERMINATING FUND"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a material provision of this Agreement that statement to the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of Terminating Fund setting forth such breach, or (ii) in the event of the appointment fees and expenses. The termination of a conservator or receiver for the other party or upon the happening of Fund pursuant to this Section shall constitute a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant only with respect to such Fund and shall not affect the obligations of the Custodian and the other Funds set forth in Exhibit A, as amended from time to time. This Agreement may be terminated as to one or more of the Trust's Funds (but less than all of its Funds) by delivery of Proper Instructions and amended Exhibit A deleting such Funds, in which case termination as to such deleted Funds shall take effect 60 days after the date of the Custodian's receipt thereof. The delivery of such Proper Instructions and amended Exhibit which delete one or more Funds shall constitute a termination of this paragraph Agreement only with respect to such deleted Fund(s) and shall not affect the obligations of the Custodian and the Trust hereunder with respect to the Trust or any Portfolioother Funds set forth on Exhibit A, the as amended from time to time. The Trust shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may not amend or terminate this Agreement in its entiretycontravention of any applicable federal or state regulations, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate provision of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination Trust's Declaration of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationTrust.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Custody and Related Services Agreement (MFS Series Trust X)
Effective Period and Termination. 10.1 This Agreement shall remain become effective as of its execution, shall continue in full force and effect for an initial term ending October 15until terminated as hereinafter provided, 2023 (the “Initial Term”). After the expiration and may be amended at any time by mutual agreement of the Initial Term, this parties hereto. This Agreement shall automatically renew for successive one year terms continue in full force and effect until the first to occur of: (eacha) termination by the Custodian by an instrument in writing delivered or mailed to the Trust, a “Renewal Term”such termination to take effect not sooner than 60 days after the date of such delivery; (b) unless a termination by the Trust by an instrument in writing delivered or mailed to the Custodian, such termination to take effect no sooner than 60 days after the date of such delivery; or (c) termination by the Trust by written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration Custodian, based upon such Trust's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Initial Term Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or any Renewal Term, at such later time as the case may besuch Trust shall designate. During the Initial Term or any Renewal Term thereafter, either party may terminate this Agreement: i) in In the event of the other party’s material breach termination pursuant to this Section by any Trust (a "Terminating Trust"), each Terminating Trust shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Trust within a reasonable time following termination and delivery of a material provision of this Agreement that statement to the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of Terminating Trust setting forth such breach, or (ii) in the event of the appointment fees and expenses. The termination of a conservator or receiver for the other party or upon the happening of Trust pursuant to this Section shall constitute a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant only with respect to such Trust and shall not affect the obligations of the Custodian and the other Trusts set forth in Exhibit A, as amended from time to time. This Agreement may be terminated as to one or more of a Trust's Portfolios (but less than all of its Portfolios) by delivery of Proper Instructions and amended Exhibit A deleting such Portfolios, in which case termination as to such deleted Portfolios shall take effect 60 days after the date of the Custodian's receipt thereof. The delivery of such Proper Instructions and amended Exhibit which delete one or more Portfolios shall constitute a termination of this paragraph Agreement only with respect to such deleted Portfolio(s) and shall not affect the obligations of the Custodian and the Trust hereunder with respect to the Trust or any Portfolioother Portfolios set forth on Exhibit A, the as amended from time to time. The Trust shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may not amend or terminate this Agreement in its entiretycontravention of any applicable federal or state regulations, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate provision of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination Trust's Declaration of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationTrust.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 of three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the other party, within 60 sixty (60) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. In addition, the Fund may terminate this Agreement upon sixty (60) days’ prior written notice to the Transfer Agent in connection with a liquidity event. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Fund’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund (or its respective successor), the Fund shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfoliodisbursements. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees that, in order to provide for uninterrupted service to will deliver the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, the TrustFund’s records from as set forth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such as (a) the liquidation or dissolution of the Transfer AgentFund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable, except to (b) a merger of the extent necessary to effectuate such Deconversion and thenFund into, only pursuant to a written confidentiality agreement executed between or the Transfer Agent and consolidation of the new service providerFund with, another entity, or (iiic) to develop Deconversion software, to modify any the sale by the Fund of the Transfer Agent’s softwareall, or to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement to the contrarysubstantially all, should the Trust desire to move any of its services provided by the Transfer Agent hereunder assets to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesentity.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (FS Credit Opportunities Corp.)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15August 31, 2023 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant , or (iii) based upon the Trust’s determination that there is a reasonable basis to this paragraph with respect to the Trust or any Portfolio, the Trust shall pay conclude that the Transfer Agent its compensation due and shall reimburse is insolvent or that the financial condition of the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement is deteriorating in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstancesmaterial respect. Termination of this Agreement with respect to any given one particular Trust or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust the Trust. As soon as reasonably practicable following the termination or Portfolio. Upon termination expiration of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, in order to provide for uninterrupted service transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust may direct. If directed by the Trust, the Transfer Agent shallwill provide the services hereunder until a replacement transfer agent is in place, at for a reasonable period of time up to nine (9) months, subject to the Trust’s requestterms of this Agreement, offer including compensation. The Transfer Agent will also provide reasonable assistance to the Trust in convertingits successor, within a reasonable time frame agreed to by the partiesfor such transfer, 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 payment of such reasonable expenses and charges as the Transfer Agent customarily charges 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (WisdomTree Bitcoin Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15June 30, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Fund or any Portfolio, the Trust Fund or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Fund’s termination of this Agreement with respect to the Fund or its Portfolio (s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund or a Portfolio (or its respective successor), the Fund or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Fund’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund or a Portfolio and distribution of the Fund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer investment adviser viable, (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Fund such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Fund or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Blackstone Alternative Alpha Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15[ ], 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than [ninety (90) )] days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Fund or any Portfolio, the Trust Fund or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Fund’s termination of this Agreement with respect to the Fund or its Portfolio (s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund or a Portfolio (or its respective successor), the Fund or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Fund or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Fund’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund or a Portfolio and distribution of the Fund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer investment adviser viable, (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Fund such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Fund or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Blackstone Real Estate Income Fund II)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 31, 2023 2019 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction, or (iii) based upon the Trust’s determination that there is a reasonable basis to conclude that the Administrator is insolvent or that the financial condition of the Administrator is deteriorating in any material respect. Upon termination of this Agreement pursuant to this paragraph Section with respect to the Trust or any Portfolioa Fund, the Trust shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate except, if termination is based on termination for a material breach of this Agreement in coupled with the Administrator’s failure to meet its entiretystandard of care under this Agreement, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at less any time, with respect to any individual Trust losses or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to damages caused by such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstancesevent. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust Fund. As soon as reasonably practicable following the termination or Portfolio. Upon termination expiration of this Agreement, the Trust shall pay Administrator agrees to the Transfer Agent transfer such compensation records and related supporting documentation as are held by it under this Agreement to any reimbursable expenses as may be due under the terms hereof as replacement provider of the date of services or to such termination.
10.3 In other person as the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, in order to provide for uninterrupted service to Trust may direct. If directed by the Trust, the Transfer Agent shallAdministrator will provide the services hereunder until a replacement administrator is in place, at for a reasonable period of time up to nine (9) months, subject to the Trust’s requestterms of this Agreement, offer including compensation. The Administrator will also provide reasonable assistance to the Trust in convertingits successor, within a reasonable time frame agreed to by the partiesfor such transfer, 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 payment of such reasonable expenses and charges as the Transfer Agent Administrator customarily charges 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15November 4, 2023 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice being given by the non-breaching party of such breach, (ii) in the event there are consistent breaches of established parameters in mutually agreed upon written service level agreement, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or at the direction of such party’s regulators. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust, the Trust shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust for the previous twelve (12) month period) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfoliodisbursements. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, will deliver the Trust’s records from as set forth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such as (a) the liquidation or dissolution of the Transfer Agent, except to the extent necessary to effectuate such Deconversion Trust 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 distribution of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged as a result of the Board’s determination in its reasonable business judgment that the Trust shall be liquidated or purchased dissolved, (b) a merger of the Trust into, or the like with or by another entity that does not utilize the services consolidation of the Transfer AgentTrust with, then another entity, or (c) the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid sale by the Trust of all, or substantially all, of its assets to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesanother entity.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (VanEck Bitcoin Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15April____, 2023 2026 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Texas Capital Funds Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15September [__], 2023 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this the Agreement pursuant to this paragraph with respect to the Trust or any Portfolioparagraph, the Trust Fund shall pay the Transfer Agent Custodian its compensation due for services performed hereunder and shall reimburse the Transfer Agent Custodian for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Fund's termination of this Agreement for any reason other than as set forth in its entirety, upon at least six the immediately preceding paragraph or (6ii) months’ prior written notice a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the other party. In additionFund (or its successor), the Trust may terminate this Agreement at any time, Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to any individual Trust or any Portfolio or Portfoliosthe Fund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund and distribution of the Fund’ assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer investment adviser viable (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Custodian is retained to continue providing as much notice services to the Transfer Agent Fund (or its successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination The provisions of Sections 6, 14 and 15 of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity survive termination of this Agreement with respect to for any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationreason.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Custodian Agreement (Renaissance Capital Greenwich Funds)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial a term ending October 15August 31, 2023 2018 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term thereafter, either Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the other party, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Calvert Management Series)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 23, 2023 2018 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During In any event, except as otherwise agreed to in writing by the parties hereto, during the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioCompany, the Trust applicable Company shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) a Company’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to such Company for any individual Trust reason other than as set forth in the immediately preceding paragraph or any Portfolio (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Company (or Portfoliosits respective successor), the applicable Company shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to such Company) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement or if there is a reasonable dispute about the amount of such payment or reimbursement, the Administrator will deliver such Company’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of a Company and distribution of a Company’s assets as a result of the Trust Board’s determination in its reasonable business judgment that such Company is no longer investment adviser viable (b) a merger of a Company into, or the consolidation of a Company with, another entity, or (c) the sale by a Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to such Trust Company (or Portfolio, by providing its respective successor) on substantially the same terms as much notice to the Transfer Agent as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Company shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationCompany.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Master Administration Agreement (Source Capital Inc /De/)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15June 30, 2023 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Calamos ETF Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 of one (1) year (the “Initial Term”)) from the Effective Date, unless terminated earlier in accordance with this Section. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement Agreement, including information security obligations in this Agreement, that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay Administrator its compensation due as of the effective date of the termination. If a party acting in good faith believes the other party has committed a material breach of this Agreement, such party will, prior to exercising its right under this Section 13, escalate the matter by written notice given to the breaching party for good faith discussion and resolution. In the event of: (i) the Trust’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust (or its successor), the Trust shall pay the Transfer Agent Administrator its compensation due through the effective termination date of this Agreement (prorated for the current year through the effective termination date based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, and payable with respect to any individual given Trust or any Portfolio or PortfoliosFund. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust and distribution of the Trust’s assets as a result of the Board’s determination to liquidate the Trust (b) a merger of the Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by the Trust of all, or substantially all, of the Trust’s assets to another entity, in each of (b) and (c) where the Administrator is no longer investment adviser retained to such Trust or Portfolio, by continue providing as much notice services to the Transfer Agent Trust (or its successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given one particular Trust or Portfolio Fund shall in no way affect the continued validity rights and duties under this Agreement with respect to the Trust or any other Fund. In connection with the termination of this Agreement with respect to any other Trust one or Portfolio. Upon termination of this Agreementmore Trusts, the Trust Administrator shall pay to the Transfer Agent provide such compensation and any reimbursable expenses termination assistance as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, the Trust’s records from the Transfer Agent’s systems to whatever services or systems are designated reasonably requested by the Trust (the “Deconversion”) (subject to the recompense of the Transfer Agent and mutually agreed to, for such assistance at their standard rates duration 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 compensation as maintained on any provider’s systemsmay be agreed to.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2030 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of of: (i) the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination Trust’s termination of this Agreement with respect to any given the Trust or Portfolio shall its Portfolio(s) for any reason other than as set forth in no way affect the continued validity immediately preceding paragraph, or (ii) a transaction not in the ordinary course of this Agreement with respect business pursuant to any other which the Transfer Agent is not retained to continue providing services hereunder to the Trust or Portfolio. Upon termination of this Agreementa Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay to the Transfer Agent such its compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In termination and shall reimburse the event that this Agreement is terminated or not renewedTransfer Agent for its costs, expenses and disbursements already incurred. Upon receipt of such payment and reimbursement, the Transfer Agent agrees thatwill deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer viable, (b) a merger of the Trust or a Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in order to provide for uninterrupted service to the Trust, each of (b) and (c) where the Transfer Agent shall, at the Trust’s request, offer reasonable assistance is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Portfolio shall in converting, within a reasonable time frame agreed no way affect the rights and duties under this Agreement with respect to by the parties, 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 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 or 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 systemsother Portfolio.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Baron ETF Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15September 2, 2023 2015 (the “"Initial Term”"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “"Renewal Term”") unless a written notice of non-non renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ ' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this the Agreement pursuant to this paragraph with respect to the Trust or any Portfolioparagraph, the Trust Fund shall pay the Transfer Agent Custodian its compensation due for services performed hereunder and shall reimburse the Transfer Agent Custodian for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Fund's termination of this Agreement for any reason other than as set forth in its entirety, upon at least six the immediately preceding paragraph or (6ii) months’ prior written notice a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the other party. In additionFund (or its successor), the Trust may terminate this Agreement at any time, Fund shall pay the Custodian its compensation due through the end of the then current term (based upon the average monthly compensation previously earned by Custodian with respect to any individual Trust or any Portfolio or Portfoliosthe Fund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund's securities and cash as set forth herein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund and distribution of the Fund' assets as a result of the Board's determination in its reasonable business judgment that the Fund is no longer investment adviser viable (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Custodian is retained to continue providing as much notice services to the Transfer Agent Fund (or its successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination The provisions of Sections 6, 14 and 15 of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity survive termination of this Agreement with respect to for any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationreason.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Custodian Agreement (Renaissance Capital Greenwich Funds)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 of one (1) year (the “Initial Term”)) from the Effective Date, unless terminated earlier in accordance with this Section. After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement Agreement, including information security obligations in this Agreement, that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay Administrator its compensation due as of the effective date of the termination. If a party acting in good faith believes the other party has committed a material breach of this Agreement, such party will, prior to exercising its right under this Section 13, escalate the matter by written notice given to the breaching party for good faith discussion and resolution. In the event of: (i) the Trust’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust (or its successor), the Trust shall pay the Transfer Agent Administrator its compensation due through the effective termination date of this Agreement (prorated for the current year through the effective termination date based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, and payable with respect to any individual given Trust or any Portfolio or PortfoliosFund. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust and distribution of the Trust’s assets as a result of the Board’s determination to liquidate the Trust (b) a merger of the Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by the Trust of all, or substantially all, of the Trust’s assets to another entity, in each of (b) and (c) where the Administrator is no longer investment adviser retained to such Trust or Portfolio, by continue providing as much notice services to the Transfer Agent Trust (or its successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given one particular Trust or Portfolio Fund shall in no way affect the continued validity rights and duties under this Agreement with respect to the Trust or any other Fund. In connection with the termination of this Agreement with respect to any other Trust one or Portfolio. Upon termination of this Agreementmore Trusts, the Trust Administrator shall pay to the Transfer Agent provide such compensation and any reimbursable expenses termination assistance as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, the Trust’s records from the Transfer Agent’s systems to whatever services or systems are designated reasonably requested by the Trust (the “Deconversion”) (subject to the recompense of the Transfer Agent and mutually agreed to, for such assistance at their standard rates duration and fees compensation as may be agreed to. For the avoidance of doubt, the terms of this Agreement will be in effect at and apply to an individual Trust or Fund only upon 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 commencement of services being provided 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 Trust or Fund 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 systemsthis Agreement.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15May 31, 2023 2020 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to a Company, such Company shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the Trust event of: (i) a Company’s termination of this Agreement with respect to such Company for any reason other than as set forth in the immediately preceding paragraph or any Portfolio(ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to such Company (or its respective successor), the Trust such Company shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to such Company) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver such Company’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Company and distribution of such Company’s assets as a result of the Trust Company’s determination in its reasonable business judgment that such Company is no longer investment adviser viable, (b) a merger of such Company into, or the consolidation of such Company with, another entity, or (c) the sale by such Company of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by providing as much notice to in each of (b) and (c) where the Transfer Agent is retained to continue providing services to such Company (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Company shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or PortfolioCompany. Upon termination of this Agreement, Should the Trust shall pay to Agreement be terminated by either party for any reason and if requested by the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In the event that this Agreement is terminated or not renewedCompany, the Transfer Agent agrees thatto continue performing the services contemplated in this Agreement pursuant to the terms and conditions of this Agreement at the rates set forth in the then current fee schedule and for a reasonable period of time to be agreed upon by the parties in good faith, in order to provide for uninterrupted the orderly transition of services to an alternative service to the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, the Trust’s records from the Transfer Agent’s systems to whatever services or systems are provider designated by the Trust (the “Deconversion”) (subject Company so that, to the recompense of extent feasible, the services are maintained without interruption. The Company shall reimburse the Transfer Agent for such assistance at their standard rates and fees in effect at additional costs (to be mutually agreed upon by the time). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring the Transfer Agent (iparties) 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided which are reasonably incurred by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicestransition.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Franklin Templeton ETF Trust)
Effective Period and Termination. 10.1 This Agreement shall become effective on the earlier of (1) the date that the Fund satisfies its minimum offering requirements as set forth in the Prospectus or (2) the date it acquires its first investment (the “Effective Date”) and shall remain in full force and effect thereafter for an initial term ending October 15, 2023 of three (3) years (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement, the Fund shall pay Custodian its Fees and Expenses then due and payable. In the event of: (i) the Fund’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to this paragraph with respect which the Custodian is not retained to continue providing services hereunder to the Trust Fund (or any Portfolioits successor), the Trust Fund shall pay the Transfer Agent Custodian its compensation due through the end of the then-current term (based upon the average monthly fee compensation previously earned by Custodian) and shall reimburse the Transfer Agent Custodian for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Custodian will deliver the Fund’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer investment adviser viable, (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Custodian is retained to continue providing as much notice services to the Transfer Agent Fund (or its successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination The provisions of Sections 4.11, 13, 14, 21 and this Section 15 hereof shall survive termination of this Agreement with respect to for any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationreason.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15[ ], 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than [ninety (90) )] days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Fund or any Portfolio, the Trust Fund or applicable Portfolio shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Fund’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to the Fund or its Portfolio(s) for any individual Trust reason other than as set forth in the immediately preceding paragraph or any (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Fund or a Portfolio (or Portfoliosits respective successor), the Fund or applicable Portfolio shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Administrator with respect to the Fund or such Portfolio) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Fund’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust Fund or a Portfolio and distribution of the Fund’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer investment adviser viable (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of the Fund’s or Fund’s assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Fund or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust one particular Fund or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust Fund or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Administration Agreement (Blackstone Real Estate Income Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15May 21, 2023 2018 (the “"Initial Term”"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “"Renewal Term”") unless a written notice of non-non renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this AgreementAgreement without penalty: (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptablemutually agreed, within 60 30 days’ ' written notice of such breachbreach unless the parties agree to extend such cure period, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Fund or any Portfolio, the Trust Fund or applicable Portfolio shall pay the Transfer Agent Custodian its compensation due and undisputed and shall reimburse Custodian for its reasonable out-of-pocket expenses associated with such termination. Any extraordinary expenses under this sub-paragraph for which the Custodian seeks reimbursement must be pre-approved by the Fund in writing, such approval shall not be unreasonably withheld. In the event of: (i) the Fund's termination of this Agreement with respect to the Fund or its Portfolio(s) during the Initial Term for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Fund or a Portfolio (or its respective successor), the Fund or applicable Portfolio shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian during the term with respect to the Fund or such Portfolio) and shall reimburse the Transfer Agent Custodian for its costsreasonable expenses associated with such termination ("Termination Payment"). Any extraordinary expenses under this sub-paragraph for which the Custodian seeks reimbursement must be pre-approved by the Fund in writing, expenses and disbursements due under such approval shall not be unreasonably withheld. Promptly upon the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In additionFund's request, the Trust may terminate this Agreement at any timeCustodian will deliver the Fund's or such Portfolio's records as set forth herein. Notwithstanding the foregoing, with respect no Termination Payment will be required to any individual Trust be paid by the Fund or any a Portfolio or Portfolios, in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust Fund or a Portfolio and distribution of the Fund's or Portfolio's assets as a result of the Board's determination in its reasonable business judgment that the Fund or such Portfolio is no longer investment adviser viable, (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of its assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Custodian is retained to continue providing as much notice services to the Transfer Agent Fund or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Fund or any other Trust or Portfolio. Upon Notwithstanding the above, in the event of a for-cause termination of the Custodian Agreement or the Administration Agreement between State Street and the Fund, the Fund at any time may terminate this Agreement in whole or in part without penalty. The provisions of Sections 6, 14 and 15 of this Agreement shall survive termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and Agreement for any reimbursable expenses as may be due under the terms hereof as of the date of such terminationreason.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Custodian Agreement (Principal Exchange-Traded Funds)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2026 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either either
(a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Fund’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to the Fund for any individual Trust reason other than as set forth in the immediately preceding paragraph or any Portfolio (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Fund (or Portfoliosits respective successor), the Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the continued operation of the Fund is no longer investment adviser viable or in the best interests of shareholders, (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of the Fund’s assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Administration Agreement (Lincoln Partners Group Royalty Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 on the second (2nd) anniversary of the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party the Agreement may terminate this Agreement: i) in be terminated with respect to any Trust or Fund at any time, without the event payment of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableany penalty, within upon 60 days’ written notice notice, by the vote of a majority of the outstanding voting securities of such breachTrust or Fund, or (ii) in by the event vote of the appointment Board of a conservator Trustees (the “Board”) of such Trust, or receiver for the other by any party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionthis Agreement. Upon termination of this Agreement pursuant to this paragraph with respect to any Trust or Fund, the Trust or applicable Fund shall pay the Transfer Agent its compensation due for services rendered through such date, and shall reimburse the Transfer Agent for its reasonable costs, expenses and disbursements. Upon termination of this Agreement, with respect to any PortfolioTrust or Fund, and receipt of such payment and reimbursement, the Transfer Agent will deliver such Trust’s or Fund’s records, as applicable, as set forth herein. In the event of termination of this Agreement, the Transfer Agent shall reasonably assist with the transition of services hereunder to a new Transfer Agent as reasonably requested by such Trust. Each Trust shall pay the Transfer Agent its compensation due through the end of such transition period, if any, and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under disbursements. For the fee schedule.
10.2 Either party may terminate avoidance of doubt, however, no payment will be required pursuant to this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Trust or Fund and distribution of such Trust’s or Funds assets as a result of the determination by the Board in its reasonable business judgment that such Trust or Fund is no longer investment adviser to such viable, (b) a merger of a Trust or PortfolioFund into, or the consolidation of a Trust or Fund with, another entity, or (c) the sale by providing as much notice a Trust or Fund of all, or substantially all, of its assets to the Transfer Agent as is reasonably practicable under the circumstancesanother entity. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Master Transfer Agency and Service Agreement (Carlyle Select Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial 3-year term ending October 15December 11, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice with respect to the Trust or its Fund(s) for any reason other party. In additionthan as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust may terminate this Agreement at any time, or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to any individual the Trust or any Portfolio such Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Trust’s or Portfoliossuch Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Trust or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Administration Agreement (Lattice Strategies Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2018 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party the Trust or the Transfer Agent may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. The Transfer Agent may terminate this Agreement immediately upon notice to the Trust in the event it is required to do so by a regulator with authority over the Transfer Agent. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioTrust, the Trust shall pay (or cause the Sponsor to pay) the Transfer Agent its compensation due and shall reimburse (or cause the Sponsor to reimburse) the Transfer Agent for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the for any reason other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, than as set forth in the event that an affiliate immediately preceding paragraph or (ii) a transaction not in the ordinary course of the Trust is no longer investment adviser business pursuant to such Trust or Portfolio, by providing as much notice to which the Transfer Agent as is reasonably practicable under not retained to continue providing services hereunder to the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this AgreementTrust, the Trust shall pay (or cause the Sponsor to pay) the Transfer Agent such its compensation and any reimbursable expenses as may be due under through the terms hereof as end of the date then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust) and shall reimburse (or cause the Sponsor to reimburse) the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such termination.
10.3 payment and reimbursement, the Transfer Agent will deliver the Trust’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) a merger of the Trust into, or the consolidation of the Trust with, another entity, or (b) the sale by the Trust of all, or substantially all, of its assets to another entity, in each of (a) and (b) where the Transfer Agent is retained to continue providing services to the Trust (or its respective successor) on substantially the same terms as this Agreement. In the event that this of the Trust’s termination of the Agreement is for any reason, the Transfer Agent shall return any cash or other property of the Trust held by the Transfer Agent. State Street: Limited Access Should the Agreement be terminated by the Trust or not renewedthe Transfer Agent for any reason and if requested by the Trust, the Transfer Agent agrees thatto continue performing the services contemplated in this Agreement pursuant to the terms and conditions of this Agreement at the rates set forth in the then current fee schedule and for a reasonable period of time to be agreed upon by the parties in good faith, in order to provide for uninterrupted the orderly transition of services to an alternative service provider designated by the Trust so that, to the extent feasible, the services are maintained without interruption. The Trust shall reimburse (or cause the Sponsor to reimburse) the Transfer Agent for additional costs (to be mutually agreed upon by the parties) which are reasonably incurred by the Transfer Agent in the transition. In the event the Transfer Agent is notified of the termination of the Trust, if any Shares remain outstanding after the date of termination, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 their standard rates and fees in effect at the time). As used herein “reasonable assistance” and “transitional assistance” thereafter 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, discontinue the registration of transfers of Shares and (ii) to disclose shall not give any protected information of further notices or perform any further acts under the Transfer Agent, except to the extent necessary to effectuate such Deconversion Trust Agreement 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided unless instructed by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesSponsor.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Winklevoss Bitcoin Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 [_______] 2028 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice with respect to the Trust or its Fund(s) for any reason other party. In additionthan as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust may terminate this Agreement at any time, or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to any individual the Trust or any Portfolio such Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Trust’s or Portfoliossuch Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Trust or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Administration Agreement (Kraneshares Crypto Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 three years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust is no longer investment adviser to such or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the liquidation of the Trust or Portfoliosuch Portfolio is in the best interest of shareholders , (b) a merger of the Trust or a Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Financial Investors Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15January 1, 2023 2027 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”) continue in full force and effect unless a written notice of non-renewal is delivered by the non-renewing terminated as set forth herein. Either party no later than ninety (90) days prior to the expiration of may terminate this Agreement at any time after the Initial Term or any Renewal Term, as upon at least 180 days’ prior written notice to the case may beother party. During the Initial Term or any Renewal Term and thereafter, either party may terminate this AgreementAgreement upon written notice: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its reasonable costs, expenses and disbursements owed under this Agreement or incurred in connection with the transition to a replacement transfer agent. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its reasonable costs, expenses and disbursements due owed under the fee schedule.
10.2 Either party may terminate this Agreement or incurred in its entirety, upon at least six (6) months’ prior written notice connection with the transition to the other partya replacement transfer agent. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Cohen & Steers ETF Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 31, 2023 2028 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 sixty (60) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of of: (i) the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination Trust’s termination of this Agreement with respect to any given the Trust or Portfolio shall its Portfolio(s) for any reason other than as set forth in no way affect the continued validity immediately preceding paragraph, or (ii) a transaction not in the ordinary course of this Agreement with respect business pursuant to any other which the Transfer Agent is not retained to continue providing services hereunder to the Trust or Portfolio. Upon termination of this Agreementa Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay to the Transfer Agent such its compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In termination and shall reimburse the event that this Agreement is terminated or not renewedTransfer Agent for its costs, expenses and disbursements already incurred. Upon receipt of such payment and reimbursement, the Transfer Agent agrees thatwill deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer viable, (b) a merger of the Trust or a Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in order to provide for uninterrupted service to the Trust, each of (b) and (c) where the Transfer Agent shall, at the Trust’s request, offer reasonable assistance is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Portfolio shall in converting, within a reasonable time frame agreed no way affect the rights and duties under this Agreement with respect to by the parties, 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 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 or 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 systemsother Portfolio.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Lazard Active ETF Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15July 20, 2023 2020 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice with respect to the Trust or its Fund(s) for any reason other party. In additionthan as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not Information Classification: Limited Access retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust may terminate this Agreement at any time, or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to any individual the Trust or any Portfolio or Portfoliossuch Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Trust or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15July 29, 2023 2019 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one three-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or ; (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction; (iii) upon 90 days prior written notice by the Trust(s); or (iv) upon 180 days’ prior written notice by the Transfer Agent. Upon termination of this Agreement pursuant to this paragraph with respect to the any Trust or any Portfolio, the applicable Trust shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its reasonable costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) any Trust's termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing its Portfolio(s) for any reason other than as much notice set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to a Trust or Portfolio (or its respective successor), the applicable Trust shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to such Fund or Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver such Trust’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Trust or Portfolio and distribution of such Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or Portfolio is reasonably practicable under no longer viable, (b) a merger of a Trust or Portfolio into, or the circumstancesconsolidation of a Trust or Portfolio with, another entity, or (c) the sale by a Trust or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to such Trust or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any given one particular Trust or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (American Century Etf Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15June , 2023 2026 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or such other time period as may be agreed between the parties hereto in writing, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust Fund shall pay Transfer Agent its compensation due as of the date of termination of the Agreement and shall reimburse Transfer Agent for its documented costs, expenses and disbursements accrued as of the date of termination of the Agreement. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver the Fund’s records as set forth herein. In the event of: (i) the Fund’s termination of this Agreement for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund (or its respective successor), the Fund shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent under this Agreement) and shall reimburse the Transfer Agent for its documented costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfoliodisbursements. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees thatwill deliver the Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable, (b) a merger of the Fund into, or the consolidation of the Fund with, another entity, or (c) the sale by the Fund of all, or substantially all, of its assets to another entity, in order to provide for uninterrupted service to the Trust, each of (b) and (c) where the Transfer Agent shall, at the Trust’s request, offer reasonable assistance is retained to continue providing services to the Trust in converting, within a reasonable time frame agreed to by Fund (or its respective successor) on substantially the parties, 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 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 same terms as maintained on any provider’s systemsthis Agreement.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (GoldenTree Opportunistic Credit Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 one year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall Information Classification: Limited Access automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or at the direction of such party’s regulators. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioTrust, the Trust shall pay the Transfer Agent Administrator its compensation due and shall reimburse Administrator for its costs, expenses and disbursements. In the Transfer Agent event of: (i) the Trust’s termination of this Agreement with respect to the Trust for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust or shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Administrator for its costs, expenses and disbursements then due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or PortfolioAgreement. Upon termination receipt of this Agreementsuch payment and reimbursement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, Administrator will deliver the Trust’s records from as set forth herein. For the Transfer Agent’s systems avoidance of doubt, no payment will be required pursuant to whatever services or systems are designated by the Trust (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, clause (ii) to disclose of this paragraph in the event of any protected information transaction such (a) the liquidation or dissolution of the Transfer Agent, except to the extent necessary to effectuate such Deconversion Trust 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 distribution of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged as a result of the Trustee’s determination in its reasonable business judgment that the Trust shall be liquidated or purchased dissolved (b) a merger of the Trust into, or the like with or by another entity that does not utilize the services consolidation of the Transfer AgentTrust with, then another entity, or (c) the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid sale by the Trust of all, or substantially all, of the Trust’s assets to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesanother entity.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15September [__], 2023 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due for services performed hereunder and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Renaissance Capital Greenwich Funds)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15[ ], 2023 2025 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioTrust, the Trust Administrator shall pay the Transfer Agent Sub-Administrator its compensation due and shall reimburse the Transfer Agent Sub-Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of of: (i) the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination Administrator’s termination of this Agreement with respect to the Trust for any given reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Sub-Administrator is not retained to continue providing services hereunder to the Trust (or Portfolio its respective successor), the Administrator shall in no way affect pay the continued validity Sub-Administrator its compensation due through the end of this Agreement the then-current term (based upon the average monthly compensation previously earned by Sub-Administrator with respect to any other Trust or Portfoliothe Trust) and shall reimburse the Sub-Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Sub-Administrator will deliver the Trust’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such (a) the liquidation or dissolution of the Trust and distribution of the Trust’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust is no longer viable (b) a merger of the Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by the Trust of all, or substantially all, of the Trust’s assets to another entity, in each of (b) and (c) where the Sub-Administrator is retained to continue providing services to the Trust (or its respective successor) on substantially the same terms as this Agreement. In connection with the termination of this Agreement, the Trust Sub-Administrator shall pay provide at the same costs as contemplated by this Agreement (or if not contemplated by this Agreement at an agreed-upon hourly or other rate in line with market standard) such transition services as the Administrator may reasonably request, including providing assistance and cooperation to the Transfer Agent successor sub-administrator in connection with the transition of services, and shall continue to provide administrative services hereunder for a period of up to 180 days (such compensation period, the “Transition Period”) at the request of the Administrator, with fees for each such day of administrative services to be assessed at the rates most recently in effect under this Agreement prior to termination, pro-rated as necessary by day; provided, however, that, any such arrangements not consistent with general industry practice, and any reimbursable expenses as may associated therewith, shall be due under the terms hereof as of the date of such termination.
10.3 In the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, in order subject to provide for uninterrupted service to the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to discussion by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Sub Administration Agreement (AB CarVal Opportunistic Credit Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due owed under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partyAgreement. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Should the Agreement be terminated by either party for any reason and if requested by the Trust, the Transfer Agent agrees to continue performing the services contemplated in this Agreement pursuant to the terms and conditions of this Agreement for such fair compensation as shall be agreed upon between the Fund and the Transfer Agent (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation) for a reasonable period of time to be agreed upon by the parties in good faith, in order to provide for the orderly transition of services to an alternative service provider designated by the Trust so that, to the extent feasible, the services are maintained without interruption. The Trust shall reimburse the Transfer Agent for additional costs (to be mutually agreed upon by the parties) which are reasonably practicable under incurred by the circumstancesTransfer Agent in the transition. In the event of a merger of the Trust or a Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, the Transfer Agent shall cooperate with the Trust to provide such information and assistance, as may be reasonably requested by the Trust, to effect any such transaction. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (AltShares Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 three years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (X-Square Series Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15____, 2023 20___ (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Information Classification: Limited Access Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Spend Life Wisely Funds Investment Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15January 1, 2023 2027 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this AgreementAgreement upon written notice: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 sixty (60) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its reasonable costs, expenses and disbursements due under associated with the fee schedule.
10.2 Either party may terminate transfer of any records maintained by the Transfer Agent. In the event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice with respect to the Trust or its Portfolio(s) for any reason other party. In additionthan as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust may terminate this Agreement at any time, or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to any individual the Trust or such Portfolio) and shall reimburse the Transfer Agent for its reasonable costs, expenses and disbursements associated with the transfer of any Portfolio records maintained by the Transfer Agent. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver the Trust’s or Portfoliossuch Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Thornburg Investment Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 31, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolioa Company, the Trust such Company shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) a Company’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to a Company for any individual Trust reason other than as set forth in the immediately preceding paragraph or any Portfolio (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Company (or Portfoliosits respective successor), the Company shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Company) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver each Company’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of a Company and distribution of such Company’s assets as a result of the Trust members’ determination in its reasonable business judgment that the Company is no longer investment adviser viable (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to such Trust or Portfolioanother entity, by in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Company (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Company shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationCompany.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Master Administration Agreement (Partners Group Private Equity (Master Fund), LLC)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 1520, 2023 2025 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Northern Lights Fund Trust IV)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 13, 2023 2021 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. The term of this Agreement shall include, and this Agreement shall remain in full force and effect throughout, the Transition Period. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. The Trust may terminate this Agreement in the event the Trust is liquidated. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioTrust, the Trust shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under incurred up to and including the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partytermination effective date. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination Trust’s termination of this Agreement with respect to the Trust for any given reason other than as set forth in the immediately preceding paragraph pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust (or Portfolio its successor), the Trust shall in no way affect pay the continued validity Administrator the present value (as calculated at the then-prevailing risk-free rate) of this Agreement its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Administrator for its costs, expenses and disbursements up to and including the end of the Transition Period. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any other transaction such (a) the liquidation or dissolution of the Trust and distribution of the Trust’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust is no longer viable (b) a merger of the Trust into, or Portfoliothe consolidation of the Trust with, another entity, or (c) the sale by the Trust of all, or substantially all, of the Trust’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to the Trust (or its respective successor) on substantially the same terms as this Agreement. Upon In connection with the termination of this Agreement, the Administrator shall provide at the same costs as contemplated by this Agreement (or if not contemplated by this Agreement at an agreed-upon hourly or other rate in line with market standard) such transition services as the Trust shall pay may reasonably request, including providing assistance and cooperation to the Transfer Agent successor administrator in connection with the transition of services, and shall continue to provide administrative services hereunder for a period of up to 180 days (such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In the event that this Agreement is terminated or not renewedperiod, the Transfer Agent agrees that, in order to provide for uninterrupted service to “Transition Period”) at the request of the Trust, the Transfer Agent shall, with fees for each such day of administrative services to be assessed at the Trust’s requestrates most recently in effect under this Agreement prior to termination, offer reasonable assistance pro-rated as necessary by day; provided, however, that any arrangements not consistent with general industry practice, and any expenses associated therewith, shall be subject to the Trust in converting, within a reasonable time frame agreed to discussion by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Administration and Accounting Agreement (OFI Carlyle Private Credit Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 31, 2023 2028 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred eighty (90180) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 sixty (60) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of of: (i) the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination Trust’s termination of this Agreement with respect to any given the Trust or Portfolio shall its Fund(s) for any reason other than as set forth in no way affect the continued validity immediately preceding paragraph or (ii) a transaction not in the ordinary course of this Agreement with respect business pursuant to any other which the Administrator is not retained to continue providing services hereunder to the Trust or Portfolio. Upon termination of this Agreementa Fund (or its respective successor), the Trust or applicable Fund shall pay to the Transfer Agent such Administrator its compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In termination and shall reimburse the event that this Agreement is terminated or not renewedAdministrator for its costs, expenses and disbursements already incurred. Upon receipt of such payment and reimbursement, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent shall, at Administrator will deliver the Trust’s requestor such Fund’s records as set forth herein. For the avoidance of doubt, offer no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable assistance business judgment that the Trust or such Fund is no longer viable (b) a merger of the Trust or a Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to the Trust or such Fund (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund shall in converting, within a reasonable time frame agreed no way affect the rights and duties under this Agreement with respect to by the parties, 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 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 or 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 systemsother Fund.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15, 2023 on the one- year anniversary of the date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolioparagraph, the Trust Administrator shall pay the Transfer Agent State Street its compensation due and shall reimburse the Transfer Agent State Street for its costs, expenses and disbursements due under in accordance with this Agreement. In the fee schedule.
10.2 Either party may terminate event of: (i) the Administrator’s termination of this Agreement for any reason other than as set forth in its entirety, upon at least six the immediately preceding paragraph or (6ii) months’ prior written notice a transaction not in the ordinary course of business pursuant to which State Street is not retained to continue providing services hereunder to the other party. In additionAdministrator or the Fund (or its successor), the Trust may terminate this Agreement at any time, Administrator shall pay State Street its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by State Street with respect to any individual Trust or any Portfolio or Portfoliosthe Fund) and shall reimburse State Street for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, State Street will deliver the Administrator’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the Trust Administrator is no longer retained as the investment adviser to such Trust the Fund, (b) the liquidation or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as dissolution of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 Fund and distribution of the Transfer Agent for such assistance at their standard rates and fees Fund’s assets as a result of the Board’s determination in effect at its reasonable business judgment to liquidate the time). As used herein “reasonable assistance” and “transitional assistance” shall not include requiring Fund, (c) a merger of the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhanceFund into, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information the consolidation of the Transfer AgentFund with, 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 provideranother entity, or (iiid) to develop Deconversion softwarethe sale by the Fund of all, to modify any or substantially all, of the Transfer AgentFund’s softwareassets to another entity, or in each of (c) and (d) where State Street is retained to otherwise alter the format of the data as maintained on any provider’s systems.
10.4 Notwithstanding anything contained in this Agreement continue providing services to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased Administrator or the like with Fund (or by another entity that does not utilize its successor) on substantially the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under same terms as this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesAgreement.
Appears in 1 contract
Sources: Services Agreement (Blue Owl Alternative Credit Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 31, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trust’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice with respect to the Trust or its Fund(s) for any reason other party. In additionthan as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust may terminate this Agreement at any time, or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to any individual the Trust or any Portfolio such Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Trust’s or Portfoliossuch Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Trust or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Administration Agreement (Litman Gregory Funds Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15November 30, 2023 2027 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioTrust, the Trust Trustee shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Trustee’s termination of this Agreement for any reason other than as set forth in its entirety, upon at least six the immediately preceding paragraph or (6ii) months’ prior written notice a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the other party. In additionTrust (or its respective successor), the Trust may terminate this Agreement at any time, Trustee shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to any individual Trust or any Portfolio or Portfoliosthe Trust) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Trust’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such (a) the liquidation or dissolution of the Trust and distribution of the Trust’s assets as a result of the Trustee’s determination in its reasonable business judgment that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolioviable, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination (b) a merger of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to into, or the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as Information Classification: Limited Access consolidation of the date of such termination.
10.3 In Trust with, another entity, or (c) the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, the Trust’s records from the Transfer Agent’s systems to whatever services or systems are designated sale by the Trust (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 enhanceall, or to improve such provider’s systemsubstantially all, 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or to another entity, in each of (b) and (c) where the like with or by another entity that does not utilize the Administrator is retained to continue providing services of the Transfer Agent, then to the Trust will pay to (or its respective successor) on substantially the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under same terms as this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of servicesAgreement.
Appears in 1 contract
Sources: Administration Agreement (SPDR Dow Jones Industrial Average Etf Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15__, 2023 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction; in addition, after the Initial Term, either party may terminate this Agreement upon giving ninety (90) days’ prior written notice or such shorter period as is mutually agreed upon by the parties. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioFund, the Trust or applicable Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust or applicable Fund shall pay the Transfer Agent its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to this Agreement at any time, with respect to any individual Trust paragraph after the Initial Term or any Portfolio or Portfolios, in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by providing as much notice the Trust or a Fund of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Babson Capital Funds Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15March 31, 2023 2019 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination , or (iii) based upon the Trust’s determination that there is a reasonable basis to conclude that the Administrator is insolvent or that the financial condition of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust shall pay the Transfer Agent its compensation due and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement is deteriorating in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstancesmaterial respect. Termination of this Agreement with respect to any given one particular Trust or Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust the Trust. As soon as reasonably practicable following the termination or Portfolio. Upon termination expiration of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 In the event that this Agreement is terminated or not renewed, the Transfer Agent agrees that, in order to provide for uninterrupted service transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust may direct. If directed by the Trust, the Transfer Agent shallwill provide the services hereunder until a replacement transfer agent is in place, at for a reasonable period of time up to nine (9) months, subject to the Trust’s requestterms of this Agreement, offer including compensation. The Transfer Agent will also provide reasonable assistance to the Trust in convertingits successor, within a reasonable time frame agreed to by the partiesfor such transfer, 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 payment of such reasonable expenses and charges as the Transfer Agent customarily charges 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (WisdomTree Coal Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial five year term ending October 15________, 2023 2025 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, in the event that an affiliate of the Trust is no longer investment adviser to such Trust or Portfolio, by providing as much notice to the Transfer Agent as is reasonably practicable under the circumstances. Termination of this Agreement with respect to any given Trust or Portfolio shall in no way affect the continued validity of this Agreement with respect to any other Trust or Portfoliodisbursements. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date receipt of such termination.
10.3 In the event that this Agreement is terminated or not renewedpayment and reimbursement, the Transfer Agent agrees thatwill deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer viable, (b) a merger of the Trust or a Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in order to provide for uninterrupted service to the Trust, each of (b) and (c) where the Transfer Agent shall, at the Trust’s request, offer reasonable assistance is retained to continue providing services to the Trust in converting, within a reasonable time frame agreed to by or such Portfolio (or its respective successor) on substantially the parties, 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 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 same terms as maintained on any provider’s systemsthis Agreement.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Elevation Series Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15August 8, 2023 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust Company or any PortfolioFund, the Trust Company or applicable Fund shall pay the Transfer Agent Administrator its compensation due and shall reimburse the Transfer Agent Administrator for its costs, expenses and disbursements due under disbursements. In the fee schedule.
10.2 Either party may terminate event of: (i) the Company’s termination of this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other party. In addition, the Trust may terminate this Agreement at any time, with respect to the Company or its Fund(s) for any individual Trust reason other than as set forth in the immediately preceding paragraph or any Portfolio (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Company or Portfoliosa Fund (or its respective successor), the Company or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Company or such Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Company’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event that an affiliate of (a) the liquidation or dissolution of the Trust Company or a Fund and distribution of the Company’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company or such Fund is no longer investment adviser viable (b) a merger of the Company or a Fund into, or the consolidation of the Company or a Fund with, another entity, or (c) the sale by the Company or a Fund of all, or substantially all, of the Company’s or Fund’s assets to such Trust or Portfolioanother entity, by in each case of (b) and (c) where the Administrator is retained to continue providing as much notice services to the Transfer Agent Company or such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Company or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15September 30, 2023 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party the Bank may terminate this Agreement: (i) in the event of the other partyCompany or the Trust’s material breach of a material provision of this Agreement that the other party Company or the Trust has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party Company or the Trust or upon the happening of a like event to the other party Company or the Trust at the direction of an appropriate agency or court of competent jurisdiction. During the Initial Term and thereafter, the Company or the Trust may terminate this Agreement: (i) in the event of the Bank’s material breach of a material provision of this Agreement that the Bank has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the Bank or upon the happening of a like event to the Bank at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any PortfolioInvestment Fund, the Trust or applicable Investment Fund shall pay Bank its compensation due and shall reimburse Bank for its costs, expenses and disbursements. In the event of: (i) the Company or the Trust’s termination of this Agreement with respect to the Trust or its Investment Fund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Bank is not retained to continue providing services hereunder to the Trust or an Investment Fund (or its respective successor), the Trust shall pay the Transfer Agent Bank its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Bank with respect to the Trust or such Investment Fund) and shall reimburse the Transfer Agent Bank for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Bank will deliver the Trust’s or such Investment Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such (a) the liquidation or dissolution of the Trust or an Investment Fund and distribution of the Trust’s or such Investment Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Investment Fund is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioan Investment Fund into, or the consolidation of the Trust or an Investment Fund with, another entity, or (c) the sale by the Trust or an Investment Fund of all, or substantially all, of the Trust’s or Investment Fund’s assets to another entity, in each of (b) and (c) where the Bank is retained to continue providing as much notice services to the Transfer Agent Trust or such Investment Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or Portfolio one particular Investment Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationInvestment Fund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Sub Administration Agreement (Sa Funds Investment Trust)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15December 8, 2023 2019 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to a Trust or any Fund, the Trust or applicable Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) a Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any Portfolioreason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust or applicable Fund shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by providing as much notice the Trust or a Fund of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust such Fund (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given one particular Trust or Portfolio Fund shall in no way affect the continued validity of rights and duties under this Agreement with respect to any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such terminationFund.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Weiss Strategic Interval Fund)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15September 26, 2023 2028 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one two-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure cure, or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, ; or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as: (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Diamond Hill Funds)
Effective Period and Termination. 10.1 This Agreement shall remain in full force and effect for an initial term ending October 15________, 2023 2028 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one year (1)-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one-hundred and twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term or any Renewal Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph, or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust or applicable Portfolio shall pay the Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the Trust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements due under the fee schedule.
10.2 Either party may terminate this Agreement in its entirety, upon at least six (6) months’ prior written notice to the other partydisbursements. In additionUpon receipt of such payment and reimbursement, the Trust may terminate Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement at any time, with respect to any individual Trust or any Portfolio or Portfolios, paragraph in the event that an affiliate of any transaction such as (a) the liquidation or dissolution of the Trust or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Portfolio is no longer investment adviser to such viable, (b) a merger of the Trust or Portfolioa Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by providing as much notice the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as is reasonably practicable under the circumstancesthis Agreement. Termination of this Agreement with respect to any given Trust or one particular Portfolio shall in no way affect the continued validity of rights and duties under this Agreement with respect to the Trust or any other Trust or Portfolio. Upon termination of this Agreement, the Trust shall pay to the Transfer Agent such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination.
10.3 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 Trust, the Transfer Agent shall, at the Trust’s request, offer reasonable assistance to the Trust in converting, within a reasonable time frame agreed to by the parties, 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 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.
10.4 Notwithstanding anything contained in this Agreement to the contrary, should the Trust desire to move any of its services provided by the Transfer Agent hereunder to a successor service provider prior to the expiration of the Initial Term or then current renewal term, the Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date; provided, however that, except for a transfer following a termination for cause or for insolvency pursuant to Section 10.1, there can be no guarantee or assurance that the Transfer Agent will be able to facilitate a conversion of services on such prior date. In connection with the foregoing, should services be converted to a successor service provider, other than following a termination for cause or for insolvency pursuant to Section 10.1, or if the Trust’s assets are merged or purchased or the like with or by another entity that does not utilize the services of the Transfer Agent, then the Trust will pay to the Transfer Agent an amount equal to the average monthly fee paid by the Trust to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term. The payment of all fees owing to the Transfer Agent under this Section 10.4 and all fees, charges and expenses for services provided that have accrued and remain unpaid, and all Deconversion costs under Section 10.3 shall be paid on or before the business day immediately prior to the conversion or termination of services.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Kraneshares Crypto Trust)