Common use of Effective Period and Termination Clause in Contracts

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty (120) days’ written notice to the other. 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 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 for any reason, Administrator and Trust agree to 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 as 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund.

Appears in 14 contracts

Samples: Administration Agreement (Capital Group Conservative Equity ETF), Administration Agreement (Capital Group New Geography Equity ETF), Administration Agreement (Capital Group International Core Equity ETF)

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Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty (120) days’ written notice to the other. 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 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 Portfolio, shall pay Administrator the Transfer Agent its compensation due up to the effective date of termination. Upon notice of termination of this Agreement for any reason, Administrator Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Administrator’s Transfer Agency's duties and responsibilities hereunder, including but not limited to transmittal of any records hereunder to a new service provider or administrator 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 the orderly migration of the services herein. For the purpose of successful migration of such services, 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, Administrator 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 Administrator Transfer Agency under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Fund Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundPortfolio.

Appears in 14 contracts

Samples: Administration Agreement (Capital Group Conservative Equity ETF), Administration Agreement (Capital Group International Core Equity ETF), Administration Agreement (Capital Group New Geography Equity ETF)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending February 28, 2015 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to a Fund or any Portfolio, the Trust on behalf of a Administrator or applicable Fund or Portfolio shall pay Sub-Administrator its compensation due up to and shall reimburse Sub-Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Administrator’s termination of this Agreement with respect to a Fund or its Portfolio(s) for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to a new service provider Fund or administrator selected by Portfolio (or its respective successor), the Trust or to Administrator shall pay the Trust Sub-Administrator its compensation due under the terms hereof as 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 date of such termination 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 such Portfolio’s records as set froth herein. For the purpose avoidance of successful migration 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 Fund or Portfolio and distribution of such services, 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, Administrator shall perform such services Fund’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Administrator under the terms and conditions, and subject to payment Board of Trustees of the fees and charges to be mutually agreed upon Fund’s determination in its reasonable business judgment that such Fund or Portfolio is no longer 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 the partiesa Fund or Portfolio of all, applicable to the performance or substantially all, of the Fund’s or Portfolio’s assets to another entity, in each of (b) and (c) where the Sub-Administrator is retained to continue providing services under to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundFund or Portfolio.

Appears in 9 contracts

Samples: Sub Administration Agreement (Federated Hermes Insurance Series), Sub Administration Agreement (Federated Hermes Total Return Series, Inc.), Sub Administration Agreement (Federated Hermes Fixed Income Securities, Inc.)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending three years from the effective date (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Fund, the Trust on behalf of a or applicable Fund shall pay Administrator State Street its compensation due up to and shall reimburse State Street for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reasonreason other than 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), Administrator the Trust 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 the Trust or such Fund) and Trust agree 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 such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such (a) the liquidation or dissolution of the Trust or a new service provider Fund and distribution of the Trust’s or administrator selected 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 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 State Street is retained to continue providing services to the Trust or such Fund (or its respective successor) on substantially the same terms as 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund.

Appears in 6 contracts

Samples: Service Agreement (UBS Series Funds), Service Agreement (Ubs Funds), Service Agreement (Sma Relationship Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 3, 2017 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to any Fund or Portfolio, the Trust on behalf of a applicable Fund shall pay Administrator Custodian its compensation due up to and shall reimburse Custodian for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) any Fund's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason, Administrator and Trust agree reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Custodian is not retained to effect an orderly transition of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal of any records continue providing services hereunder to a new service provider Fund or administrator selected by Portfolio (or its respective successor), the Trust or to applicable Fund shall pay the Trust as soon as reasonably practicable. Such cooperation shall include Custodian its compensation due through the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration end of the services hereinthen-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 purpose avoidance of successful migration 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 Fund or a Portfolio and distribution of such services, 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, Administrator shall perform such services Fund’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer 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 herein to such Fund or Portfolio (or its respective successor) on substantially the successor service provider or to the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundFund or Portfolio. The provisions of Sections 14 and 15 and the indemnification obligations of Section 6 of this Agreement shall survive termination of this Agreement for any reason.

Appears in 5 contracts

Samples: Master Custodian Agreement (RiverNorth Opportunistic Municipal Income Fund, Inc.), Master Custodian Agreement (RiverNorth Funds), Master Custodian Agreement (RiverNorth Specialty Finance Corp)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 23, 2018 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either In any event, except as otherwise agreed to in writing by the parties hereto, during the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to any Trust or Fund, the applicable Trust on behalf of a or Fund shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) a Trust’s termination of this Agreement with respect to such Trust or its Fund(s) for any reason, 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 and Trust agree is not retained to provide their reasonable cooperation continue providing services hereunder 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 a Fund (or its respective successor), the applicable Trust as soon as reasonably practicable. Such cooperation or Fund shall include pay the development and implementation by Administrator its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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 purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, (a) 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, Administrator shall perform such services liquidation or dissolution of a Trust or Fund and distribution of a Trust’s or Fund’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to Board’s determination in its reasonable business judgment that such Trust or Fund is no longer viable (b) a merger of a Trust or Fund into, or the successor service provider consolidation of a Trust or to Fund with, another entity, or (c) the sale by a Trust or Fund of all, or substantially all, of the Trust. Any ’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 services shall be provided by Administrator under Trust or Fund (or its respective successor) on substantially the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Trust or Fund shall in no way affect the rights and duties under this Agreement with respect to the any other Trust or any other Fund.

Appears in 5 contracts

Samples: Master Administration Agreement (Fpa Perennial Fund Inc), Master Administration Agreement (Fpa Funds Trust), Master Administration Agreement (Fpa Paramount Fund Inc)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending _________, 2014 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to a Fund or Portfolio, the Trust on behalf of a applicable Fund or Portfolio shall pay Administrator the Transfer Agent its compensation due up to and shall reimburse the effective date of terminationTransfer Agent for its costs, expenses and disbursements. Upon notice of In the event of: (i) a Fund's termination of this Agreement with respect to such Fund or Portfolio for any reason, Administrator and Trust agree reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Transfer Agent is not retained to effect an orderly transition of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal of any records continue providing services hereunder to a new service provider Fund or administrator selected by Portfolio (or its respective successor), the Trust applicable Fund or to Portfolio shall pay the Trust as soon as reasonably practicable. Such cooperation shall include Transfer Agent its compensation due through the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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 purpose avoidance of successful migration 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 Fund or Portfolio and distribution of such services, 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, Administrator shall perform such services Fund’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the Board’s determination in its reasonable business judgment that such Fund or Portfolio is no longer 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 Transfer Agent is retained to continue providing services herein to such Fund or Portfolio (or its respective successor) on substantially the successor service provider or to the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundFund or Portfolio.

Appears in 2 contracts

Samples: Form of Master Transfer Agency and Service Agreement (Private Advisors Alternative Strategies Master Fund), Form of Master Transfer Agency and Service Agreement (Private Advisors Alternative Strategies Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending June 9, 2020 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than sixty (60) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be, or such shorter period as the Parties may agree. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Fund, the Trust on behalf of a or applicable Fund shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Fund and distribution of the Trust’s or administrator selected 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 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund. If a successor transfer agent for one or more Funds shall be appointed by the Board of the Trust, the Transfer Agent and the Trust, on behalf of any applicable Fund(s) agree, upon termination and the Transfer Agent’s receipt of instructions from the Trust, to reasonably cooperate to deliver to such successor Transfer Agent, the records of the Trust and/or the Funds as reasonably requested by the Trust. Each of the Transfer Agent and the Trust, 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 the Trust in order to substitute the successor transfer agent for the Transfer Agent, 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 hereto. All reasonable out-of-pocket expenses associated with the transfer of the transfer agency services hereunder upon termination hereof shall be borne by the respective Funds (except as may be specifically and mutually agreed in writing by the parties in relation to such special arrangements).

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (Guardian Variable Products Trust), Transfer Agency and Service Agreement (Guardian Variable Products Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending [_______] 2019 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to a Company, the Trust on behalf of a Fund such Company shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) a Company’s termination of this Agreement with respect to a Company for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to the Trust as soon as reasonably practicable. Such cooperation Company (or its respective successor), the Company shall include pay the development and implementation by Administrator its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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 purpose avoidance of successful migration 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 Company and distribution of such services, 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, Administrator shall perform such services Company’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the members’ 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 the Company’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services herein to the successor service provider Company (or to its respective successor) on substantially the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Company shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundCompany.

Appears in 2 contracts

Samples: Master Administration Agreement (Partners Group Private Equity, LLC), Master Administration Agreement (Partners Group Private Equity (TEI), LLC)

Effective Period and Termination. This Agreement shall remain in full force and effect until for an initial term ending October 14, 2018 (the “Initial Term”). After the expiration of the Initial Term, this Agreement may be terminated by either party by giving one hundred twenty (120) days’ written notice an instrument in writing delivered or mailed, postage prepaid to the otherother party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Portfolio, the Trust on behalf of a Fund or applicable Portfolio shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. During the effective date of termination. Upon notice of 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 reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Portfolio and distribution of the Trust’s or administrator selected 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) 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundPortfolio.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (Natixis ETF Trust II), Transfer Agency and Service Agreement (Natixis ETF Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending October 16, 2024 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to a Company, the Trust on behalf of a Fund such Company shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) a Company’s termination of this Agreement with respect to a Company for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to the Trust as soon as reasonably practicable. Such cooperation Company (or its respective successor), the Company shall include pay the development and implementation by Administrator its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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 purpose avoidance of successful migration 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 Company and distribution of such services, 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, Administrator shall perform such services Company’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition 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 the Company’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services herein to the successor service provider Company (or to its respective successor) on substantially the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Company shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundCompany.

Appears in 2 contracts

Samples: Administration Agreement (Partners Group Next Generation Infrastructure LLC), Administration Agreement (Partners Group Growth, LLC)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending three years from the date hereof (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Portfolio, the Trust on behalf of a Fund or applicable Portfolio shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Portfolio and distribution of the Trust’s or administrator selected 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundPortfolio.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (Elevation ETF Trust), Transfer Agency and Service Agreement (Sprott ETF Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until for an initial term ending three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement may be terminated by either party by giving one hundred twenty (120) days’ written notice an instrument in writing delivered or mailed, postage prepaid to the otherother party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Either During the Initial 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 30 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. This , or (B) the Trust may terminate this Agreement shall automatically terminate upon the termination, with respect by providing not less than sixty (60) days’ prior written notice to the Trust, Transfer Agent that it intends to engage an affiliate of the Global Custody Agreement dated as of December 14, 2006 between Trust’s investment adviser to perform the parties hereto, as amended from time to timeservices contemplated by this Agreement. Upon termination of this AgreementAgreement pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust on behalf of a Fund or applicable Portfolio shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. During the effective date of termination. Upon notice of 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 reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Portfolio and distribution of the Trust’s or administrator selected 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 investment adviser is retained to provide services to the Trust as soon as reasonably practicable. Such cooperation shall include or such Portfolio (or its respective successor), or (Y) where the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the Transfer Agent is retained to continue providing services herein. For the purpose of successful migration of such services, 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, Administrator 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 Trust or to such Portfolio (or its respective successor) on substantially the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund.Portfolio. 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 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 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 incurred by the Transfer Agent in the transition

Appears in 2 contracts

Samples: 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. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending December 31, 2019 (120the “Initial Term”). Subject to the provisions of this Section 11, this Agreement shall, after the expiration of the Initial Term, automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to a Trust or any Portfolio, the applicable Trust on behalf of a Fund or applicable Portfolio shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of 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, Administrator and Trust agree reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Transfer Agent is not retained to effect an orderly transition of Administrator’s duties and responsibilities hereunder, including but not limited continue providing services hereunder to transmittal of any records to a new service provider or administrator selected by the such Trust or to Portfolio(s) (or its respective successor), the applicable Trust as soon as reasonably practicable. Such cooperation or applicable Portfolio shall include pay the development and implementation by Transfer Agent its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver such Trust’s or such Portfolio’s records as set forth herein. For the purpose avoidance of successful migration 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 a Portfolio and distribution of such services, 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, Administrator shall perform such services Trust’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the Board’s determination in its reasonable business judgment that such Trust or Portfolio is no longer 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 herein to such Trust or Portfolio (or its respective successor) on substantially the successor service provider or to the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Trust or Portfolio shall in no way affect the rights and duties under this Agreement with respect to the any other Trust or any other FundPortfolio.

Appears in 2 contracts

Samples: 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. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending June 9, 2020 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than sixty (60) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be, or such shorter period as the Parties may agree. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Fund, the Trust on behalf of a or applicable Fund shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reasonreason 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 a Fund (or its respective successor), the Trust 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 Trust or such Fund) and Trust agree 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 such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such (a) the liquidation or dissolution of the Trust or a new service provider Fund and distribution of the Trust’s or administrator selected 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund. If a successor administrator for one or more Funds shall be appointed by the Board of the Trust, the Administrator and the Trust, on behalf of any applicable Fund(s) agree, upon termination and the Administrator’s receipt of instructions from the Trust, 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 order to substitute the successor administrator for the Administrator, 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 hereto. All reasonable out-of-pocket expenses associated with the transfer of the administration services hereunder upon termination hereof shall be borne by the respective Funds (except as may be specifically and mutually agreed in writing by the parties in relation to such special arrangements).

Appears in 2 contracts

Samples: Administration Agreement (Guardian Variable Products Trust), Administration Agreement (Guardian Variable Products Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending __________, 2014 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to a Fund or Portfolio, the Trust on behalf of a applicable Fund or Portfolio shall pay the Administrator its compensation due up to and shall reimburse the effective date of terminationAdministrator for its costs, expenses and disbursements. Upon notice of In the event of: (i) a Fund's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to a new service provider Fund or administrator selected Portfolio (or its 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 Trust Administrator with respect to such Fund or to Portfolio) and shall reimburse the Trust 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 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 set forth herein. For the purpose avoidance of successful migration 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 Fund or Portfolio and distribution of such services, 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, Administrator shall perform such services Fund’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to Board’s determination in its reasonable business judgment that the successor service provider Fund or to Portfolio is no longer viable (b) a merger of a Fund or Portfolio into, or the Trust. Any such services shall be provided consolidation of a Fund or Portfolio with, another entity, or (c) the sale by Administrator under the terms and conditionsa Fund or Portfolio of all, and subject to payment or substantially all, of the fees Fund’s or Portfolio’s assets to another entity, in each of (b) and charges (c) where the Administrator is retained to be mutually agreed upon by continue providing services to such Fund or Portfolio (or its respective successor) on substantially the parties, applicable to the performance of the services under same terms as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundFund or Portfolio.

Appears in 2 contracts

Samples: Form of Master Administration Agreement (Private Advisors Alternative Strategies Master Fund), Administration Agreement (Private Advisors Alternative Strategies Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending three (1203) days’ 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-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 otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Fund, the Trust on behalf of a or applicable Fund shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Fund and distribution of the Trust’s or administrator selected 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 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (SSgA Master Trust), Transfer Agency and Service Agreement (SSgA Master Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 31, 2019 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Agreement shall automatically terminate , or (iii) based upon the termination, 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 Section 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 the Administrator its compensation due up to and shall reimburse the effective date of termination. Upon notice of Administrator for its costs, expenses and disbursements except, if termination is based on termination for a material breach of this Agreement for any reason, Administrator and Trust agree to provide their reasonable cooperation to effect an orderly transition of coupled with the Administrator’s duties and responsibilities hereunder, including but not limited failure to transmittal meet its standard of any records to a new service provider or administrator 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 the orderly migration of the services herein. For the purpose of successful migration of such services, 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, Administrator 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 Administrator under the 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 care under this Agreement on the date of notice of termination. Sections 8Agreement, 9, 10 and 13 shall survive termination of this Agreement for less any reasonlosses or damages caused by such event. Termination of this Agreement with respect to any one particular Fund Trust shall in no way affect the rights and duties under this Agreement with respect any other Trust. As soon as reasonably practicable following the termination or expiration of this Agreement, the Administrator agrees to 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 Administrator will provide the services hereunder until a replacement administrator is in place, for a reasonable period of time up to nine (9) months, subject to the Trust or any other Fundterms of this Agreement, including compensation. The Administrator will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Administrator customarily charges for such assistance.

Appears in 2 contracts

Samples: Administration Agreement (WisdomTree Coal Fund), Administration Agreement (WisdomTree Coal Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending [Date], 202[ ] (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Agreement shall automatically terminate upon may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the terminationother party, such termination to take effect not sooner than one hundred twenty (120) days after the date of such delivery or mailing . Upon termination of this Agreement pursuant to this paragraph 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 and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to the Trust as soon as reasonably practicable. Such cooperation (or its successor), the Trust shall include pay the development and implementation by Administrator its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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. Upon receipt of such payment and reimbursement, the Administrator will deliver the Trust’s records as set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, as (a) 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, Administrator shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition liquidation or dissolution of the services herein to the successor service provider or to Trust and distribution of the Trust. Any such services shall be provided by Administrator under the terms and conditions, and subject to payment ’s assets as a result of the fees and charges Board’s determination, made in its reasonable business judgment, to be mutually agreed upon 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 partiesTrust of all, applicable to the performance 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 under this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust (or any other Fundits successor) on substantially the same terms as this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Apollo S3 Private Markets Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving for an initial term ending November 30, 2027 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one hundred twenty (1201) days’ 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 otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 Trustee shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trustee’s termination of this Agreement for any reason, Administrator and Trust agree reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Transfer Agent is not retained 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 continue providing services hereunder to the Trust as soon as reasonably practicable. Such cooperation (or its respective successor), the Trustee shall include pay the development and implementation by Transfer Agent its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver the Trust’s records as set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, as (a) 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, Administrator shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition liquidation or dissolution of the services herein to the successor service provider or to Trust and distribution of the Trust. Any such services shall be provided by Administrator under the terms and conditions, and subject to payment ’s assets as a result of the fees and charges to be mutually agreed upon Trustee’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 partiesTrust of all, applicable or substantially all, of its assets to another entity, in each of (b) and (c) where the performance of the Transfer Agent is retained to continue providing services under this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust (or any other Fundits respective successor) on substantially the same terms as this Agreement.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (SPDR S&p 500 Etf Trust)

Effective Period and Termination. This Agreement shall remain become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event mutual agreement 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 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 jurisdictionparties hereto. This Agreement shall automatically terminate continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to the Fund, such termination to take effect not sooner than 60 days after the date of such delivery; (b) 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 delivered to the 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 Custodian is deteriorating in any material respect, in which case termination shall take effect upon the terminationCustodian's receipt of such notice or at such later time as such Trust shall designate. In the event of 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 statement to the Trust, Terminating Fund setting forth such fees and expenses. The termination of a Fund pursuant to this Section shall constitute a termination of this Agreement only with respect to such Fund and shall not affect the obligations of the Global Custody Agreement dated as of December 14, 2006 between Custodian and the parties heretoother Funds set forth in Exhibit A, as amended from time to time. Upon 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 of this Agreement, as to such deleted Funds shall take effect 60 days after the Trust on behalf of a Fund shall pay Administrator its compensation due up to the effective date of terminationthe Custodian's receipt thereof. Upon notice The delivery of such Proper Instructions and amended Exhibit which delete one or more Funds shall constitute a termination of this Agreement for any reason, Administrator and Trust agree to 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 as 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement only with respect to any one particular Fund such deleted Fund(s) and shall in no way not affect the rights obligations of the Custodian and duties under this Agreement the Trust hereunder with respect to the other Funds set forth on Exhibit A, as amended from time to time. The Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any other Fundprovision of the Trust's Declaration of Trust.

Appears in 1 contract

Samples: Related Services Agreement (MFS Series Trust XII)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated for an initial five year term ending ________, 2025 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by either the non-renewing party by giving one no later than one-hundred and twenty (120) days’ written notice days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Portfolio, the Trust on behalf of a Fund or applicable Portfolio shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement for any reason, Administrator and Trust agree to 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 as 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or its Portfolio(s) for any reason other Fundthan 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. Upon receipt of such payment and reimbursement, the 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 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 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.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Elevation Series Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial 3-year term ending September 29, 2017 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Fund, the Trust on behalf of a or applicable Fund shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reasonreason 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 a Fund (or its respective successor), the Trust 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 Trust or such Fund) and Trust agree 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 such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such (a) the liquidation or dissolution of the Trust or a new service provider Fund and distribution of the Trust’s or administrator selected 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund.

Appears in 1 contract

Samples: Administration Agreement (Lattice Strategies Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending December 31, 2024 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 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 effective date other party at least ninety (90) days prior written notice of termination. Upon notice of In the event of: (i) the Trust’s termination of this Agreement for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to the Trust as soon as reasonably practicable. Such cooperation (or its successor), the Trust shall include pay the development and implementation by Administrator its compensation due through the parties effective termination date of a mutually-agreed conversion plan this Agreement (prorated for the orderly migration 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 Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the services Administrator will deliver the Trust’s records as set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, (a) 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, Administrator shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition liquidation or dissolution of the services herein to the successor service provider or to Trust and distribution of the Trust. Any such services shall be provided by Administrator under the terms and conditions, and subject to payment ’s assets as a result of the fees and charges Board’s determination to be mutually agreed upon 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 partiesTrust of all, applicable to the performance 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 under this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust (or any other Fundits successor) on substantially the same terms as this Agreement.

Appears in 1 contract

Samples: Form of Administration Agreement (Coller Secondaries Private Equity Opportunities Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for a term ending August 31, 2018 (120) days’ written notice to the other“Initial Term”). 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Portfolio, the Trust on behalf of a Fund or applicable Portfolio shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Portfolio and distribution of the Trust’s or administrator selected 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundPortfolio.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Calvert Management Series)

Effective Period and Termination. This Agreement shall remain become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event mutual agreement 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 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 jurisdictionparties hereto. This Agreement shall automatically terminate continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to the Fund, such termination to take effect not sooner than 60 days after the date of such delivery; (b) 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 delivered to the 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 Custodian is deteriorating in any material respect, in which case termination shall take effect upon the terminationCustodian's receipt of such notice or at such later time as such Trust shall designate. In the event of 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 statement to the Trust, Terminating Fund setting forth such fees and expenses. The termination of a Fund pursuant to this Section shall constitute a termination of this Agreement only with respect to such Fund and shall not affect the obligations of the Global Custody Agreement dated as of December 14, 2006 between Custodian and the parties heretoother Funds set forth in Exhibit A, as amended from time to time. Upon 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 of this Agreement, as to such deleted Funds shall take effect 60 days after the Trust on behalf of a Fund shall pay Administrator its compensation due up to the effective date of terminationthe Custodian's receipt thereof. Upon notice The delivery of such Proper Instructions and amended Exhibit which delete one or more Funds shall constitute a termination of this Agreement for any reason, Administrator and Trust agree to 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 as 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement only with respect to any one particular Fund such deleted Fund(s) and shall in no way not affect the rights obligations of the Custodian and duties under this Agreement the Trust hereunder with respect to the other Funds set forth on Exhibit A, as amended from time to time. The Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any other Fundprovision of the Trust's Declaration of Trust.

Appears in 1 contract

Samples: Custody and Related Services Agreement (MFS Series Trust X)

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Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending August 31, 2024 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Agreement shall automatically terminate , or (iii) based upon the termination, 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 Section 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 the Administrator its compensation due up to and shall reimburse the effective date of termination. Upon notice of Administrator for its costs, expenses and disbursements except, if termination is based on termination for a material breach of this Agreement for any reason, Administrator and Trust agree to provide their reasonable cooperation to effect an orderly transition of coupled with the Administrator’s duties and responsibilities hereunder, including but not limited failure to transmittal meet its standard of any records to a new service provider or administrator 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 the orderly migration of the services herein. For the purpose of successful migration of such services, 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, Administrator 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 Administrator under the 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 care under this Agreement on the date of notice of termination. Sections 8Agreement, 9, 10 and 13 shall survive termination of this Agreement for less any reasonlosses or damages caused by such event. Termination of this Agreement with respect to any one particular Fund Trust shall in no way affect the rights and duties under this Agreement with respect to any other Trust. As soon as reasonably practicable following the termination or expiration of this Agreement, the Administrator agrees to 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 or any other Fundmay direct. If directed by the Trust, the Administrator will provide the services hereunder until a replacement administrator is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Administrator will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Administrator customarily charges for such assistance.

Appears in 1 contract

Samples: Administration Agreement (WisdomTree Bitcoin Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending April 1, 2015 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 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 Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Fund, the Trust on behalf of a or applicable Fund shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reasonreason 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 a Fund (or its respective successor), the Trust 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 Trust or such Fund) and Trust agree 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 such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such (a) the liquidation or dissolution of the Trust or a new service provider Fund and distribution of the Trust’s or administrator selected 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund.

Appears in 1 contract

Samples: Administration Agreement (AllianceBernstein Multi-Manager Alternative Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until for an initial term ending on the second (2nd) anniversary of the date hereof (the “Initial Term”). During the Initial Term and thereafter, the Agreement may be terminated at any time with respect to any Trust or Fund, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of such Trust or Fund, or by the vote of the Board or by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision . Upon termination 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 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 any Trust or Fund, the TrustAdministrator shall pay Sub-Administrator its compensation due for services rendered through such date, of the Global Custody Agreement dated as of December 14and shall reimburse Sub-Administrator for its reasonable costs, 2006 between the parties hereto, as amended from time to timeexpenses and disbursements. Upon termination of this Agreement, with respect to any Trust or Fund, and receipt of payments due, the Trust on behalf Sub-Administrator will deliver such Trust’s or Fund’s, as applicable, records as set forth herein. In the event of termination of this Agreement, the Sub-Administrator shall reasonably assist with the transition of services hereunder to a Fund new Sub-Administrator as reasonably requested by the Administrator or a Trust. The Administrator shall pay the Sub-Administrator its compensation due up to through the effective date end of termination. Upon notice of termination of this Agreement such transition period, if any, and shall reimburse Sub-Administrator for any reasonits reasonable costs, Administrator expenses and Trust agree to 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 as 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 hereindisbursements during such period. For the purpose avoidance of successful migration doubt, however, no payment will be required pursuant to this paragraph in the event of any transaction such as (a) the liquidation or dissolution of any Trust or Fund and distribution of such services, 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, Administrator shall perform such services Trust’s or Fund’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Administrator under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon determination by the partiesBoard of such Trust in its reasonable business judgment that a Trust or Fund is no longer viable, applicable (b) a merger of a Trust or Fund into, or the consolidation or combination of a Trust or Fund with, another entity, or (c) the sale by a Trust or Fund of all, or substantially all, of its assets to the performance of the services under this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonanother entity. Termination of this Agreement with respect to any one particular Trust or Fund shall in no way affect the rights and duties under this Agreement with respect to the any other Trust or any other Fund.

Appears in 1 contract

Samples: Master Sub Administration Agreement (Carlyle Select Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending ________________, 2016 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing Party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either party During the Initial Term and thereafter, either 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 30 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 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. This Agreement For purposes of this Section 12, references to a Company’s Portfolios 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 timeinclude such Company’s Subsidiaries. Upon termination of this AgreementAgreement pursuant to this paragraph with respect to a Company or any Portfolio, the Trust on behalf of a Fund applicable Company or Portfolio shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements in accordance with this Agreement. In the effective date of termination. Upon notice of event of: (i) a Company’s termination of this Agreement with respect to such Company or its Portfolio(s) for any reasonreason 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 such Company or such Portfolio (or its respective successor), the applicable Company or Portfolio shall pay the Administrator and Trust agree to 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 its compensation due through 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 the orderly migration end of the services then-current term (based upon the average monthly compensation previously earned by Administrator with respect to such Company or such Portfolio) and shall reimburse the Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver such Company’s or Portfolio’s records as set forth herein. For the purpose avoidance of successful migration 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 Company or Portfolio and distribution of such services, 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, Administrator shall perform such services Company’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the Board’s determination in its reasonable business judgment that such Company or Portfolio is no longer viable, (b) a merger of a Company or Portfolio into, or the consolidation of a Company or Portfolio with, another entity, or (c) the sale by a Company or Portfolio of all, or substantially all, of such Company’s or Portfolio’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services herein to such Company or Portfolio (or its respective successor) on substantially the successor service provider or to the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Company or Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundCompany or Portfolio.

Appears in 1 contract

Samples: And Accounting Agreement (Alcentra Capital Corp)

Effective Period and Termination. This Agreement shall remain in full force and effect for an initial term ending two (2) years from the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall continue in full force and effect until terminated by either party the Fund or the Custodian by giving one hundred twenty (120) days’ written notice an instrument in writing delivered to the otherother party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to any Fund or Portfolio, the Trust on behalf of a applicable Fund shall pay Administrator Custodian its compensation due up to and shall reimburse Custodian for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason, Administrator and Trust agree reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Custodian is not retained to effect an orderly transition of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal of any records continue providing services hereunder to a new service provider Fund or administrator selected by Portfolio (or its respective successor), the Trust or to applicable Fund shall pay the Trust as soon as reasonably practicable. Such cooperation shall include Custodian its compensation due through the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration end of the services hereinthen-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 herein below. For the purpose avoidance of successful migration 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 Fund or a Portfolio and distribution of such services, 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, Administrator shall perform such services Fund’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer 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 herein to such Fund or Portfolio (or its respective successor) on substantially the successor service provider or to the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundFund or Portfolio. The provisions of Sections 14 and 15 and the indemnification obligations of Section 6 of this Agreement shall survive termination of this Agreement for any reason.

Appears in 1 contract

Samples: Master Custodian Agreement (Diamond Hill Funds)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending December 1, 2024 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party at least ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 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, may be terminated with respect to a Trust in the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to timeevent such Trust is liquidated. Upon termination of this AgreementAgreement pursuant to this paragraph with respect to a Trust, the Trust on behalf of a Fund shall pay Administrator its compensation due up to and shall reimburse Administrator for its documented costs, expenses and disbursements incurred until the effective date end of terminationthe provision of services under this Agreement. Upon notice of In the event of: (i) a Trust’s termination of this Agreement for any reason, Administrator and Trust agree to 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 with respect to the Trust for any reason other than as soon as reasonably practicable. Such cooperation 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 applicable Trust shall include pay the development and implementation by Administrator the parties present value of a mutually-agreed conversion plan for its compensation due through the orderly migration end of the services 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 documented 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 purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, as (a) 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, Administrator shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition liquidation or dissolution of a 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 a Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by a 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 herein to the successor service provider Trust (or to its respective successor) on substantially the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Trust shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundTrust. In connection with the termination of this Agreement with respect to one or more Trusts, 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 a Trust may reasonably request, including providing assistance and cooperation to the 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 at the request of the Trust, 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 arrangements not consistent with general industry practice, and any expenses associated therewith, shall be subject to discussion by the parties.

Appears in 1 contract

Samples: Administration Agreement (Calamos-Avenue Opportunities Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending September [__], 2015 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Portfolio, the Trust on behalf of a Fund or applicable Portfolio shall pay Administrator Transfer Agent its compensation due up to for services performed hereunder and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Portfolio and distribution of the Trust’s or administrator selected 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundPortfolio.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Renaissance Capital Greenwich Funds)

Effective Period and Termination. This Agreement shall remain become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event mutual agreement 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 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 jurisdictionparties hereto. This Agreement shall automatically terminate upon continue in full force and effect until the termination, with respect first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to the Trust, such termination to take effect not sooner than 60 days after the date of such delivery; (b) 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 delivered to the 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 Global Custody Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Trust shall designate. In the event of 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 statement to the Terminating Trust setting forth such fees and expenses. The termination of a Trust pursuant to this Section shall constitute a termination of this Agreement dated as only with respect to such Trust and shall not affect the obligations of December 14, 2006 between the parties heretoCustodian and the other Trusts set forth in Exhibit A, as amended from time to time. Upon termination of this Agreement, the Trust on behalf This Agreement may be terminated as to one or more of a Fund 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 pay Administrator its compensation due up to take effect 60 days after the effective date of terminationthe Custodian's receipt thereof. Upon notice The delivery of such Proper Instructions and amended Exhibit which delete one or more Portfolios shall constitute a termination of this Agreement for any reason, Administrator and Trust agree to 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 as 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement only with respect to any one particular Fund such deleted Portfolio(s) and shall in no way not affect the rights obligations of the Custodian and duties under this Agreement the Trust hereunder with respect to the other Portfolios set forth on Exhibit A, as amended from time to time. The Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any other Fundprovision of the Trust's Declaration of Trust.

Appears in 1 contract

Samples: Custodian Agreement (MFS Series Trust X)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for a term ending October 31, 2015 (120) days’ written notice to the other“Initial Term”). 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Portfolio, the Trust on behalf of a Fund or applicable Portfolio shall pay Administrator Transfer Agent its compensation due up to and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Portfolio(s) for any reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Portfolio and distribution of the Trust’s or administrator selected 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundPortfolio.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Eaton Vance NextShares Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 31, 2019 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Agreement shall automatically terminate , or (iii) based upon the termination, with respect Trust’s determination that there is a reasonable basis to conclude that the Trust, Administrator is insolvent or that the financial condition of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to timeAdministrator is deteriorating in any material respect. Upon termination of this AgreementAgreement pursuant to this Section with respect to the Trust or a Fund, the Trust on behalf of a Fund shall pay the Administrator its compensation due up to and shall reimburse the effective date of termination. Upon notice of Administrator for its costs, expenses and disbursements except, if termination is based on termination for a material breach of this Agreement for any reason, Administrator and Trust agree to provide their reasonable cooperation to effect an orderly transition of coupled with the Administrator’s duties and responsibilities hereunder, including but not limited failure to transmittal meet its standard of any records to a new service provider or administrator 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 the orderly migration of the services herein. For the purpose of successful migration of such services, 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, Administrator 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 Administrator under the 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 care under this Agreement on the date of notice of termination. Sections 8Agreement, 9, 10 and 13 shall survive termination of this Agreement for less any reasonlosses or damages caused by such event. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund. As soon as reasonably practicable following the termination or expiration of this Agreement, the Administrator agrees to 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 Administrator will provide the services hereunder until a replacement administrator is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Administrator will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Administrator customarily charges for such assistance.

Appears in 1 contract

Samples: Administration Agreement (WisdomTree Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated for an initial term ending December 21, 2020 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by either the non-renewing party by giving no later than one hundred twenty and eighty (120180) days’ written notice days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Fund, the Trust on behalf of a or applicable Fund shall pay Administrator its compensation due up and shall reimburse Administrator for its costs, expenses and disbursements. Should the Agreement be terminated by either party for any reason and if requested by the Trust, Administrator agrees to continue performing the services contemplated in this Agreement pursuant to the effective date of termination. Upon notice of termination terms and conditions of this Agreement at the rates set forth in the then current fee schedule and for any reason, Administrator and Trust agree a reasonable period of time to 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 be agreed upon 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 the orderly migration of the services herein. For the purpose of successful migration of such services, 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, Administrator shall perform such services as the parties in good faith agree are reasonably necessary faith, in order to facilitate provide for the orderly transition of services to an alternative service provider designated by the Trust so that, to the extent feasible, the services herein to are maintained without interruption. The Trust shall reimburse the successor service provider or to the Trust. Any such services shall be provided by Administrator under the terms and conditions, and subject to payment of the fees and charges for additional costs (to be mutually agreed upon by the parties, applicable to ) which are reasonably incurred by the performance of Administrator in the services under this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasontransition. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund.

Appears in 1 contract

Samples: Administration Agreement (PFM Multi-Manager Series Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until for an initial term ending on the second (2nd) anniversary of the date hereof (the “Initial Term”). During the Initial Term and thereafter, the Agreement may be terminated by either party by giving one hundred twenty (120) with respect to any Trust or Fund at any time, without the payment of any penalty, upon 60 days’ written notice notice, by the vote of a majority of the outstanding voting securities of such Trust or Fund, or by the vote of the Board of Trustees (the “Board”) of such Trust, or by any party to the other. Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision . Upon termination 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 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 any Trust or Fund, the TrustTrust or applicable Fund shall pay the Transfer Agent its compensation due for services rendered through such date, of and shall reimburse the Global Custody Agreement dated as of December 14Transfer Agent for its reasonable costs, 2006 between the parties hereto, as amended from time to timeexpenses and disbursements. Upon termination of this Agreement, with respect to any Trust or Fund, and receipt of such payment and reimbursement, the Trust on behalf of a Fund shall pay Administrator its compensation due up to Transfer Agent will deliver such Trust’s or Fund’s records, as applicable, as set forth herein. In the effective date of termination. Upon notice event of termination of this Agreement for any reasonAgreement, Administrator and Trust agree to provide their reasonable cooperation to effect an orderly the Transfer Agent shall reasonably assist with the transition of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal of any records services hereunder to a new service provider or administrator selected by the Trust or to the Trust as soon Transfer Agent as reasonably practicablerequested by such Trust. Such cooperation Each Trust shall include pay the development Transfer Agent its compensation due through the end of such transition period, if any, and implementation by shall reimburse the parties of a mutually-agreed conversion plan Transfer Agent for the orderly migration of the services hereinits costs, expenses and disbursements. For the purpose avoidance of successful migration doubt, however, no payment will be required pursuant to this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Trust or Fund and distribution of such services, 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, Administrator shall perform such services Trust’s or Funds assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Administrator under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon determination by the partiesBoard in its reasonable business judgment that such Trust or Fund is no longer viable, applicable (b) a merger of a Trust or Fund into, or the consolidation of a Trust or Fund with, another entity, or (c) the sale by a Trust or Fund of all, or substantially all, of its assets to the performance of the services under this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonanother entity. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the any other Trust or any other Fund.

Appears in 1 contract

Samples: Master Transfer Agency and Service Agreement (Carlyle Select Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 31, 2017 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementCompany, the Trust on behalf of a Fund Company shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Company’s termination of this Agreement for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to the Trust as soon as reasonably practicable. Such cooperation Company (or its respective successor), the Company shall include pay the development and implementation by Administrator its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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 the Company’s records as set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, as (a) 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, Administrator shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the members’ 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 the Company’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services herein to the successor service provider Company (or to its respective successor) on substantially the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundAgreement.

Appears in 1 contract

Samples: Administration Agreement (Partners Group Private Income Opportunities, LLC)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 31, 2017 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. 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 AgreementAgreement pursuant to this paragraph with respect to a Company, the Trust on behalf of a Fund such Company shall pay Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) a Company’s termination of this Agreement with respect to a Company for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to the Trust as soon as reasonably practicable. Such cooperation Company (or its respective successor), the Company shall include pay the development and implementation by Administrator its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services 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 purpose avoidance of successful migration 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 Company and distribution of such services, 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, Administrator shall perform such services Company’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the members’ 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 the Company’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services herein to the successor service provider Company (or to its respective successor) on substantially the Trust. Any such services shall be provided by Administrator under the same 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 as this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund Company shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other FundCompany.

Appears in 1 contract

Samples: Master Administration Agreement (Partners Group Private Equity (Master Fund), LLC)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending December 31, 2023 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 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 Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 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 effective date other party at least ninety (90) days prior written notice of termination. Upon notice of In the event of: (i) the Trust’s termination of this Agreement for any reason, 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 and Trust agree is not retained to 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 continue providing services hereunder to the Trust as soon as reasonably practicable. Such cooperation (or its successor), the Trust shall include pay the development and implementation by Administrator its compensation due through the parties effective termination date of a mutually-agreed conversion plan this Agreement (prorated for the orderly migration 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 Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the services Administrator will deliver the Trust’s records as set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, as (a) 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, Administrator shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition liquidation or dissolution of the services herein to the successor service provider or to Trust and distribution of the Trust. Any such services shall be provided by Administrator under the terms and conditions, and subject to payment ’s assets as a result of the fees and charges Board’s determination to be mutually agreed upon 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 partiesTrust of all, applicable to the performance 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 under this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust (or any other Fundits successor) on substantially the same terms as this Agreement.

Appears in 1 contract

Samples: Administration Agreement (JPMorgan Private Markets Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending three (1203) days’ years from the effective date (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 otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial 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 30 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. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph 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 AgreementTrust or any Fund, the Trust on behalf of a or applicable Fund shall pay Administrator Transfer Agent its compensation due up to and shall reimburse the effective date of terminationTransfer Agent for its costs, expenses and disbursements incurred. Upon notice of In the event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reasonreason 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), Administrator 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 Trust agree shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the 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 provide their reasonable cooperation to effect an orderly transition clause (ii) of Administrator’s duties and responsibilities hereunder, including but not limited to transmittal this paragraph in the event of any records to transaction such as (a) the liquidation or dissolution of the Trust or a new service provider Fund and distribution of the Trust’s or administrator selected 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 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 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 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 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 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 Administrator under the 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 on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reasonAgreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Ubs Relationship Funds)

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