Common use of Effective Period, Termination and Amendment Clause in Contracts

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least 120 days prior to the date of termination. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 8 contracts

Samples: Master Custodian Agreement (Calamos Convertible & High Income Fund), Master Custodian Agreement (Calamos Global Convertible & Dynamic Income Trust), Master Custodian Agreement (Calamos Dynamic Convertible & Income Fund)

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Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioFund, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) of any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor)paragraph, the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or PortfolioFund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreementherein. 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 any other Fund or PortfolioFund. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 5 contracts

Samples: Master Custodian Agreement (FS Series Trust), Master Custodian Agreement (FS Series Trust), Master Custodian Agreement (FS Global Credit Opportunities Fund-A)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial 2-year term ending September 30January 1, 2010 2013 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least 120 days prior to the date of termination. During the Initial Term and thereafterTerm, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement prior to the end of the Initial Term with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. After the expiration of the Initial Term, this Agreement shall continue in full force and effect until terminated as hereinafter provided. After the Initial Term, the Agreement may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Notwithstanding the foregoing, this Agreement may be terminated at any time upon mutual written agreement of the parties hereto. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 5 contracts

Samples: Master Custodian Agreement (PPM Funds), Master Custodian Agreement (JNL Investors Series Trust), Master Custodian Agreement (JNL Variable Fund LLC)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30August 10, 2010 2014 (the “Initial Term”). After the expiration of the Initial Term, and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by shall renew, subject to written notice from the Funds of their intent to the other party renew (such notice to be delivered at least 120 ninety (90) days prior to the end of the Initial Term or the then-current term, which notice period may be waived by the Custodian) for additional successive two-year terms (each, a “Renewal Term”), and may be terminated by any party with respect to such party during any Renewal Term by written instrument delivered or mailed, such termination to take effect not sooner than ninety (90) days after the date of terminationsuch delivery or mailing. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. In addition, a Fund may terminate this Agreement during the Initial Term and thereafter if, in such Fund’s reasonable opinion, the Custodian has not achieved one or more of the performance measures set forth in any service level document (a “Service Level Document”) that may be established in good faith by the parties, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that such Fund reasonably believes that the Custodian has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter, the Fund may, in its discretion, submit a written deficiency notice to the Custodian outlining the performance deficiencies (“Deficiency Notice”). Such Deficiency Notice shall be provided to the Custodian within 20 days of the end of such calendar quarter. After receipt of such notice, the Custodian shall present the Fund with a written plan (the “Plan”) to address the deficiencies set forth in the Deficiency Notice. Such Plan must be provided to the Fund within 30 days after receipt of the Deficiency Notice. If the Custodian fails to submit a Plan within such 30-day period, the Fund may terminate this Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Plan by notifying the Custodian in writing (“Plan Notice”) within 15 days after submission of the Plan. If the Fund fails to provide a Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Plan. In the event the Fund submits a Plan Notice rejecting the Plan, the Custodian shall submit a revised plan (“Revised Plan”) within 30 days after provision of such Plan Notice. If the Custodian fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Revised Plan by notifying the Custodian in writing (“Revised Plan Notice”) within 15 days after provision of the Revised Plan. If the Fund fails to provide a Revised Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Revised Plan. If the Fund provides a Revised Plan Notice to the Custodian that rejects the Revised Plan, the Fund may, in its discretion, terminate this Agreement upon 60 days’ written notice to the Custodian. Such termination notice must be submitted to the Custodian within 60 days after provision of the Revised Plan Notice. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding foregoing paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 5 contracts

Samples: Master Custodian Agreement (Allspring Variable Trust), Master Custodian Agreement (Asset Allocation Trust - DE), Master Custodian Agreement (Allspring VARIABLE TRUST)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30August 10, 2010 2014 (the “Initial Term”). After the expiration of the Initial Term, and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by shall renew, subject to written notice from the Funds of their intent to the other party renew (such notice to be delivered at least 120 ninety (90) days prior to the end of the Initial Term or the then-current term, which notice period may be waived by the Custodian) for additional successive two-year terms (each, a “Renewal Term”), and may be terminated by any party with respect to such party during any Renewal Term by written instrument delivered or mailed, such termination to take effect not sooner than ninety (90) days after the date of terminationsuch delivery or mailing. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. In addition, a Fund may terminate this Agreement during the Initial Term and thereafter if, in such Fund’s reasonable opinion, the Custodian has not achieved one or more of the performance measures set forth in any service level document (a “Service Level Document”) that may be established in good faith by the parties, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that such Fund reasonably believes that the Custodian has not met one or more of the performance measures set forth in any Service Level Document during any calendar quarter, the Fund may, in its discretion, submit a written deficiency notice to the Custodian outlining the performance deficiencies (“Deficiency Notice”). Such Deficiency Notice shall be provided to the Custodian within 20 days of the end of such calendar quarter. After receipt of such notice, the Custodian shall present the Fund with a written plan (the “Plan”) to address the deficiencies set forth in the Deficiency Notice. Such Plan must be provided to the Fund within 30 days after receipt of the Deficiency Notice. If the Custodian fails to submit a Plan within such 30-day period, the Fund may terminate this Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Plan by notifying the Custodian in writing (“Plan Notice”) within 15 days after submission of the Plan. If the Fund fails to provide a Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Plan. In the event the Fund submits a Plan Notice rejecting the Plan, the Custodian shall submit a revised plan (“Revised Plan”) within 30 days after provision of such Plan Notice. If the Custodian fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Revised Plan by notifying the Custodian in writing (“Revised Plan Notice”) within 15 days after provision of the Revised Plan. If the Fund fails to provide a Revised Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Revised Plan. If the Fund provides a Revised Plan Notice to the Custodian that rejects the Revised Plan, the Fund may, in its discretion, terminate this Agreement upon 60 days’ written notice to the Custodian. Such termination notice must be submitted to the Custodian within 60 days after provision of the Revised Plan Notice. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding foregoing paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 5 contracts

Samples: Master Custodian Agreement (Wells Fargo Funds Trust), Master Custodian Agreement (Wells Fargo Variable Trust), Master Custodian Agreement (Allspring Funds Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30November 14, 2010 2016 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfoliothe Company, the applicable Fund Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s a termination of this Agreement with respect to such Fund or its Portfolio(s) by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio the Company (or its respective successor), the applicable Fund Company shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to such Fund or Portfoliohereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfoliothe Company’s securities and cash as set forth hereinbelowherein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of a Fund or Portfolio the Company into, or the consolidation of a Fund or Portfolio the Company with, another entity, or (c) the sale by a Fund or Portfolio the Company of all, or substantially all, of its the Company’s assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio the Company (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.1113, 14, 15 and 16 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 4 contracts

Samples: Custodian Agreement (FS Investment Corp III), Custodian Agreement (FS Energy & Power Fund II), Custodian Agreement (FS Investment Corp III)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 1 year from date of the Agreement (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolioparagraph, the applicable Fund Trust shall pay Custodian the Administrator its compensation due and shall reimburse Custodian the Administrator for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s the Trust's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to a Fund or Portfolio the Trust (or its respective successor), the applicable Fund Trust shall pay the Custodian Administrator its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian the Administrator with respect to such Fund or Portfoliothe Trust) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, the Trust or the consolidation of a Fund or Portfolio with, the Trust with another entity, the sale by a Fund or Portfolio the Trust of all, all or substantially all, all of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio the Trust and distribution of such Fund’s or Portfoliothe Trust’s assets, in each case where the Custodian Administrator is retained to continue providing services to such Fund or Portfolio the Trust (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 4 contracts

Samples: Administration Agreement (Morgan Creek Global Equity Long/Short Institutional Fund), Administration Agreement (Global Equity Long/Short Master Fund), Administration Agreement (Morgan Creek Global Equity Long/Short Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30November 14, 2010 2014 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfoliothe Company, the applicable Fund Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s a termination of this Agreement with respect to such Fund or its Portfolio(s) by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio the Company (or its respective successor), the applicable Fund Company shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to such Fund or Portfoliohereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfoliothe Company’s securities and cash as set forth hereinbelowherein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of a Fund or Portfolio the Company into, or the consolidation of a Fund or Portfolio the Company with, another entity, or (c) the sale by a Fund or Portfolio the Company of all, or substantially all, of its the Company’s assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio the Company (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.1113, 14, 15 and 16 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 4 contracts

Samples: Custodian Agreement (FS Energy & Power Fund), Custodian Agreement (FS Investment Corp II), Custodian Agreement (FS Investment CORP)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 one (1) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolioa Fund, the applicable such Fund shall pay Custodian the Transfer Agent its compensation due from such Fund through the date of termination in accordance with the terms of this Agreement and shall reimburse Custodian the Transfer Agent for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. During the Initial Term, in In the event of: (i) any a Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Transfer Agent is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable such Fund shall pay the Custodian Transfer Agent its compensation due from such Fund through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian Transfer Agent in the prior twelve month rolling period with respect to such Fund or PortfolioFund) in accordance with the terms of this Agreement and shall reimburse the Custodian Transfer Agent for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination. Upon receipt of such payment and reimbursementtermination, the Custodian Transfer Agent will deliver such Fund’s or Portfolio’s securities records in accordance with Section 9.3 of this Agreement and cash as set forth hereinbelowthe fund will immediately effect payment of any payments of reimbursement due to the Transfer Agent. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, with another entity, the sale by a Fund or Portfolio of all, all or substantially all, all of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian Transfer Agent is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties heretoFund.

Appears in 4 contracts

Samples: Transfer Agency and Service Agreement (Morgan Creek Global Equity Long/Short Fund), Transfer Agency and Service Agreement (Global Equity Long/Short Master Fund), Transfer Agency and Service Agreement (Morgan Creek Global Equity Long/Short Institutional Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30November 18, 2010 2013 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the expiration of the Initial Term. During a Renewal Term, a party may terminate this Agreement by delivering a written notice of termination to the other party, such termination to take effect not sooner than sixty (60) days after the date of terminationsuch delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: (i) by mutual written agreement of the parties, (ii) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trusts or any Fund or PortfolioFund, the applicable Trust or applicable Fund shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any FundTrust’s termination of this Agreement with respect to such Fund Trust or its Portfolio(sFund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to a Trust or a Fund or Portfolio (or its respective successor), the applicable Fund Trusts or Funds shall pay the Custodian Administrator its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian Administrator with respect to such Fund Trust or PortfolioFund) and shall reimburse the Custodian Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Administrator will deliver such Trust’s or such Fund’s or Portfolio’s securities and cash records as set forth hereinbelowherein. 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 merger of the Trust or a Fund or Portfolio into, or the consolidation of a Trust or a Fund or Portfolio with, another entity, the sale by a Trust or a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian Administrator is retained to continue providing services to such Trust or Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement, or the liquidation or dissolution of a Trust or a Fund and distribution of such Trust’s or Fund’s assets. Termination of this Agreement with respect to any one particular Trust or Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund Trust or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reasonFund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Administration Agreement (Alpine Equity Trust), Administration Agreement (Alpine Series Trust), Administration Agreement (Alpine Income Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30__________, 2010 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive _____-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 15, 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Master Custodian Agreement (Global Equity Long/Short Master Fund), Master Custodian Agreement (Morgan Creek Global Equity Long/Short Institutional Fund), Master Custodian Agreement (Morgan Creek Global Equity Long/Short Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30December 12, 2010 2016 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than one hundred twenty (120) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements). Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. For the avoidance of doubt, the Fund shall have the right to terminate this agreement upon written notice to the Custodian provided it reimburses the Custodian in the manner set forth above. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 14, 15, 18.12 and 16 18.16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Master Custodian Agreement (Blackstone Real Estate Income Fund), Master Custodian Agreement (Blackstone Real Estate Income Master Fund), Master Custodian Agreement (Blackstone Real Estate Income Fund II)

Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to Jxxxxxx Credit Opportunities Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending September 30, 2010 2025 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least 120 days prior to the date of termination. During the Initial Term and thereafterTerm, either party Jxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioJxxxxxx Credit Opportunities Fund, the applicable Jxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in Information Classification: Limited Access In the event of: (i) any Jxxxxxx Credit Opportunities Fund’s termination of this Agreement prior to the end of the Initial Term with respect to such Jxxxxxx Credit Opportunities Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Jxxxxxx Credit Opportunities Fund or Portfolio (or its respective successor), the applicable Jxxxxxx Credit Opportunities Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or PortfolioJxxxxxx Credit Opportunities Fund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Jxxxxxx Credit Opportunities Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of Jxxxxxx Credit Opportunities Fund and distribution of Jxxxxxx Credit Opportunities Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Jxxxxxx Credit Opportunities Fund is no longer viable, (b) a merger of a Jxxxxxx Credit Opportunities Fund or Portfolio into, or the consolidation of a Jxxxxxx Credit Opportunities Fund or Portfolio with, another entity, or (c) the sale by a Jxxxxxx Credit Opportunities Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Jxxxxxx Credit Opportunities Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. After the Initial Term outlined hereinabove has been satisfied, the following language in this Section 18 shall apply with respect to Jxxxxxx Credit Opportunities Fund. Except as provided in the preceding three paragraphs with respect to the Jxxxxxx Credit Opportunities Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided. The Agreement may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Notwithstanding the foregoing, this Agreement may be terminated at any time upon mutual written agreement of the parties hereto. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Master Custodian Agreement (PPM Funds), Master Custodian Agreement (JNL Investors Series Trust), Master Custodian Agreement (JNL Series Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30August 1, 2010 2020 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction; in addition, after the Initial Term, either party may terminate this Agreement upon giving ninety (90) days’ prior written notice or such shorter period as is mutually agreed upon by the parties. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph after the Initial Term or in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Master Custodian Agreement (Barings Capital Investment Corp), Master Custodian Agreement (Barings BDC, Inc.), Master Custodian Agreement (Barings Private Credit LLC)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect unless until terminated by either party terminates this Agreement by written notice to the other party at least 120 days prior to an instrument in writing specifying the date of terminationsuch termiantion, such termination to take effect not sooner than ninety (90) days after the date of such notice. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement during the Initial Term with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Master Custodian Agreement (ALPS ETF Trust), Master Custodian Agreement (X-Square Series Trust), Master Custodian Agreement (Elevation ETF Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30November 18, 2010 2013 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the expiration of the Initial Term. During a Renewal Term, a party may terminate this Agreement by delivering a written notice of termination to the other party, such termination to take effect not sooner than sixty (60) days after the date of terminationsuch delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: (i) by mutual written agreement of the parties, (ii) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Master Custodian Agreement (Alpine Income Trust), Master Custodian Agreement (Alpine Equity Trust), Master Custodian Agreement (Alpine Series Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30October 31, 2010 2012 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect unless until terminated by either party terminates this Agreement by written notice an instrument in writing delivered to the other party at least 120 party, such termination to take effect not sooner than one hundred and twenty (120) days prior to after the date of terminationsuch delivery. 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 reasonable acceptable, within 60 sixty (60) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, entity in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11Section 4.11 (Tax Law), 15 13 (Compensation of Custodian) and 16 14 (Responsibility of Custodian) of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Custodian Agreement (Credit Suisse High Yield Bond Fund), Custodian Agreement (Credit Suisse Opportunity Funds), Custodian Agreement (Credit Suisse Commodity Return Strategy Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolioparagraph, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any the Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a the Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such the 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 the Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable (b) a merger of a the Fund or Portfolio into, or the consolidation of a the Fund or Portfolio with, another entity, or (c) the sale by a the Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Custodian Agreement (Principal Real Estate Income Fund), Custodian Agreement (Clough Global Equity Fund), Custodian Agreement (Clough Global Dividend & Income Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) years after the date first set forth above (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Fund or PortfolioFund, the Trust or applicable Fund shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fundthe Trust’s termination of this Agreement with respect to such Fund the Trust or its Portfolio(sFund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to the Trust or a Fund or Portfolio (or its respective successor), the Trust or applicable Fund shall pay the Custodian Administrator its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian Administrator with respect to the Trust or such Fund or PortfolioFund) and shall reimburse the Custodian Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Administrator will deliver the Trust’s or such Fund’s or Portfolio’s securities and cash records as set forth hereinbelowherein. 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 Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer viable (b) a merger of the Trust or a Fund or Portfolio into, or the consolidation of the Trust or a Fund or Portfolio with, another entity, or (c) the sale by the Trust or a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian Administrator is retained to continue providing services to the Trust or such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reasonFund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 3 contracts

Samples: Administration Agreement (SSgA Master Trust), Form of Administration Agreement (SSgA Master Trust), Administration Agreement (SSgA Active ETF Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30November __, 2010 2013 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the expiration of the Initial Term. During a Renewal Term, a party may terminate this Agreement by delivering a written notice of termination to the other party, such termination to take effect not sooner than sixty (60) days after the date of terminationsuch delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: (i) by mutual written agreement of the parties, (ii) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 4.11,14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Abrdn Global Dynamic Dividend Fund), Master Custodian Agreement (Abrdn Total Dynamic Dividend Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 1 year from date the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolioa Fund, the applicable such Fund shall pay Custodian its compensation due from such Fund through the date of termination in accordance with the terms of this Agreement and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. During the Initial Term, in In the event of: (i) any a Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable such Fund shall pay the Custodian its compensation due in respect of such Fund through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian in the prior twelve month rolling period with respect to such Fund or PortfolioFund) in accordance with the terms of this Agreement and shall reimburse the Custodian for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelowherein below. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or PortfolioFund. The provisions of Sections 4.11, 15 15, 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Ironwood Multi-Strategy Fund LLC), Master Custodian Agreement (Ironwood Institutional Multi-Strategy Fund LLC)

Effective Period, Termination and Amendment. This Agreement Contract shall remain in full force and effect for an initial term ending September 30December 31, 2010 2011 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least 120 days prior to the date of termination. During the Initial Term and thereafter, either party may terminate this AgreementContract: (i) in the event of the other party’s material breach of a material provision of this Agreement Contract that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement Contract pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s termination of this Agreement Contract with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this AgreementContract. Termination of this Agreement Contract with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement Contract with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 15 12 and 16 13 of this Agreement Contract shall survive termination of this Agreement Contract for any reason. This Agreement Contract may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Contract (Russell Investment Co), Master Custodian Contract (Russell Investment Funds)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any a Fund or any Portfolio, the Fund or applicable Fund Portfolio shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursementsdisbursements that are subject to reimbursement under this Agreement. During the Initial Term, in In the event of: (i) any a Fund’s termination of this Agreement with respect to such the Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to a the Fund or a Portfolio (or its respective successor), the Fund or applicable Fund Portfolio shall pay the Custodian Administrator its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian the Administrator with respect to such the Fund or such Portfolio) and shall reimburse the Custodian Administrator 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 hereinbelowdisbursements that are subject to reimbursement under this Agreement. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assetsassets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer viable, (b) a merger of the Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of the Fund’s or Portfolio’s assets to another entity, in each case of (b) and (c) where the Custodian Administrator is retained to continue providing services to such the Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Administration Agreement (Avenue Mutual Funds Trust), And Restated Administration Agreement (Avenue Income Credit Strategies Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) years from the date hereof (the "INITIAL TERM"). After the expiration of the Initial Term”), and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a "RENEWAL TERM") unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Additionally, any Fund may terminate this Agreement solely with respect to such Fund, on ninety days written notice to the Custodian, if the Fund determines in its reasonable discretion that a successor custodian would be in the best interests of such Fund and its shareholders. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and owing, and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s 's or Portfolio’s 's securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund's or Portfolio's assets as 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (KP Funds), Master Custodian Agreement (KP Funds)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September June 30, 2010 2016 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a merger Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the determination of the Board of Trustees of the Fund in its reasonable business judgment, that the Fund or Portfolio is no longer viable; (b) a merger, reorganization or similar transaction 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, provided that in each case where of (b) and (c), the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Ultra Series Fund), Master Custodian Agreement (Madison Covered Call & Equity Strategy Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30__________, 2010 2017 (the "Initial Term"). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a "Renewal Term") unless either party terminates this Agreement by a written notice to of non- renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements owed under this Agreement. During Termination of this Agreement with respect to any Fund shall in no way affect the Initial Term, in rights and duties under this Agreement with respect to the Trust or any other Fund. In the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursementsdisbursements owed under this Agreement. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s 's or Portfolio’s 's securities and cash as set forth hereinbelowherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund's or Portfolio's assets as 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. StateR:\DOMESTIC\CLIENTS\USAA\Custody\ETFStreet: Limited- A &AccessR Custody Agreement\USAA Custodian Agreement with ETF Trust v6.doc 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Custodian Agreement (USAA ETF Trust), Custodian Agreement (USAA ETF Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 1 year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolioa Fund, the applicable such Fund shall pay Custodian the Administrator its compensation due from such Fund through the date of termination in accordance with the terms of this Agreement and shall reimburse Custodian the Administrator for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. During the Initial Term, in In the event of: (i) any a Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable such Fund shall pay the Custodian Administrator its compensation due from such Fund through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian Administrator in the prior twelve month rolling period with respect to such Fund or PortfolioFund) in accordance with the terms of this Agreement and shall reimburse the Custodian Administrator for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination. Upon receipt of such payment and reimbursementtermination, the Custodian Administrator will deliver such Fund’s records in accordance with Section 11 of this Agreement and the Fund will immediately effect payment of any payments or Portfolio’s securities and cash as set forth hereinbelowreimbursement due to the Administrator. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian Administrator is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reasonFund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Administration Agreement (Ironwood Multi-Strategy Fund LLC), Administration Agreement (Ironwood Institutional Multi-Strategy Fund LLC)

Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to Xxxxxxx Credit Opportunities Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending September 30, 2010 2025 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least 120 days prior to the date of termination. During the Initial Term and thereafterTerm, either party Xxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioXxxxxxx Credit Opportunities Fund, the applicable Xxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in Information Classification: Limited Access In the event of: (i) any Xxxxxxx Credit Opportunities Fund’s 's termination of this Agreement prior to the end of the Initial Term with respect to such Xxxxxxx Credit Opportunities Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Xxxxxxx Credit Opportunities Fund or Portfolio (or its respective successor), the applicable Xxxxxxx Credit Opportunities Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or PortfolioXxxxxxx Credit Opportunities Fund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Xxxxxxx Credit Opportunities Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of Xxxxxxx Credit Opportunities Fund and distribution of Xxxxxxx Credit Opportunities Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Xxxxxxx Credit Opportunities Fund is no longer viable, (b) a merger of a Xxxxxxx Credit Opportunities Fund or Portfolio into, or the consolidation of a Xxxxxxx Credit Opportunities Fund or Portfolio with, another entity, or (c) the sale by a Xxxxxxx Credit Opportunities Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Xxxxxxx Credit Opportunities Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. After the Initial Term outlined hereinabove has been satisfied, the following language in this Section 18 shall apply with respect to Xxxxxxx Credit Opportunities Fund. Except as provided in the preceding three paragraphs with respect to the Xxxxxxx Credit Opportunities Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided. The Agreement may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Notwithstanding the foregoing, this Agreement may be terminated at any time upon mutual written agreement of the parties hereto. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Jackson Real Assets Fund), Master Custodian Agreement (Jackson Credit Opportunities Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 one year from the date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioFund, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in [In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelowherein below. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Agreement.][Open for business-level discussion] 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 any other Fund or PortfolioFund. The provisions of Sections 4.11, 15 4.11,15,16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.,

Appears in 2 contracts

Samples: Master Custodian Agreement (Morgan Creek Global Equity Long/Short Institutional Fund), Master Custodian Agreement (Morgan Creek Global Equity Long/Short Fund)

Effective Period, Termination and Amendment. This Agreement Contract shall remain in full force and effect for an initial term ending September 30December 31, 2010 2017 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement Contract by written notice to the other party at least 120 one hundred and twenty (120) days prior to the date of termination. During the Initial Term and thereafter, either party may terminate this AgreementContract: (i) in the event of the other party’s material breach of a material provision of this Agreement Contract that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. In addition, any Fund or Portfolio may terminate this Contract effective as of December 31, 2014 or December 31, 2016 (or in each case such later date as may be agreed to by such Fund or Portfolio and the Custodian) in the event the Custodian does not meet the service relationship goals for such early termination events agreed to in writing by the Custodian and each Fund. Upon termination of this Agreement Contract pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements through the effective date of such event-driven termination. During the Initial Term, in the event of: (i) any Fund’s 's termination of this Agreement Contract with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial 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 disbursementsdisbursements and pay the Custodian such Fund or Portfolio’s compensation due through the effective date of such early termination, plus such amounts as may be agreed upon in writing by the parties from time to time. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this the immediately preceding paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this AgreementContract. Termination of this Agreement Contract pursuant to the immediately preceding paragraph by any Fund or Portfolio prior to the expiration of the Initial Term shall require written notice to the Custodian at least six (6) months prior to the effective date of termination. Termination of this Contract with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement Contract with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 15 12 and 16 13 of this Agreement Contract shall survive termination of this Agreement Contract for any reason. This Agreement Contract may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Contract (Russell Investment Co), Master Custodian Contract (Russell Investment Funds)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) years after the date first set forth above (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (SSgA Master Trust), Master Custodian Agreement (SSgA Master Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30January 31, 2010 2011 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than one hundred twenty (120) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioFund, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or PortfolioFund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or PortfolioFund. The provisions of Sections 4.118, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Transamerica Series Trust), Master Custodian Agreement (Transamerica Funds)

Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to Jxxxxxx Credit Opportunities Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending September 30, 2010 2025 (the “JCOF Initial Term”). With respect to Jxxxxxx Real Assets Fund only, and thereafter this Agreement shall automatically continue remain in full force and effect unless either party terminates this Agreement by written notice to for an initial 2-year term ending February 29, 2026 (the other party at least 120 days prior to the date of termination“JRAF Initial Term”). During the JCOF Initial Term and thereafterTerm, either party Jxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement and during the JRAF Initial Term, either Jxxxxxx Real Assets Fund or the Custodian may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioJxxxxxx Credit Opportunities Fund, the applicable Jxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial TermUpon termination of this Agreement pursuant to this paragraph with respect to Jxxxxxx Real Assets Fund, in Jxxxxxx Real Assets Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Information Classification: Limited Access In the event of: (i) any Jxxxxxx Credit Opportunities Fund's or Jxxxxxx Real Asset Fund’s termination of this Agreement prior to the end of the JCOF Initial Term with respect to such Jxxxxxx Credit Opportunities Fund or its Portfolio(s) prior to the end of the JRAF Initial Term with respect to Jxxxxxx Real Assets Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Jxxxxxx Credit Opportunities Fund (or Portfolio its respective successor) or to Jxxxxxx Real Assets Fund (or its respective successor), the applicable Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund, as applicable, shall pay the Custodian its compensation due through the end of the JCOF Initial Term or the JRAF Initial Term, as applicable, (based upon the average monthly compensation previously earned by Custodian with respect to such Jxxxxxx Credit Opportunities Fund or PortfolioJxxxxxx Real Assets Fund, as applicable) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Jxxxxxx Credit Opportunities Fund’s or PortfolioJxxxxxx Real Asset Fund’s securities and cash as applicable and set forth hereinbelow. For the avoidance of doubt, and with respect to either Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund, no payment will be required pursuant to clause (ii) of this paragraph in the event of any applicable transaction such as (a) the liquidation or dissolution of Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund and applicable distribution of Jxxxxxx Credit Opportunities Fund’s or Jxxxxxx Real Assets Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Jxxxxxx Credit Opportunities Fund or Jxxxxxx Real Assets Fund is no longer viable, (b) a merger of a Jxxxxxx Credit Opportunities Fund or Portfolio Jxxxxxx Real Assets Fund into, or the consolidation of a Jxxxxxx Credit Opportunities Fund or Portfolio Jxxxxxx Real Assets Fund with, another entity, or (c) the sale by a Jxxxxxx Credit Opportunities Fund or Portfolio Jxxxxxx Real Assets Fund of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Jxxxxxx Credit Opportunities Fund or Portfolio (or its respective successor) or to Jxxxxxx Real Assets Fund (or its respective successor), as applicable, on substantially the same terms as this Agreement. After the JCOF Initial Term and JRAF Initial Term outlined hereinabove have been satisfied, respectively, the following language in this Section 18 shall apply with respect to Jxxxxxx Credit Opportunities Fund and Jxxxxxx Real Assets Fund. Except as provided in the preceding three paragraphs with respect to the Jxxxxxx Credit Opportunities Fund and Jxxxxxx Real Assets Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided. The Agreement may be terminated by any party by an instrument in writing delivered or mailed, postage prepaid to the other parties, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Notwithstanding the foregoing, this Agreement may be terminated at any time upon mutual written agreement of the parties hereto. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (JNL Series Trust), Master Custodian Agreement (JNL Investors Series Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect unless until terminated by either party terminates this Agreement by written notice to the other party at least 120 days prior to an instrument in writing specifying the date of terminationsuch termiantion, such termination to take effect not sooner than ninety (90) days after the date of such notice. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement during the Initial Term with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Sprott ETF Trust), Master Custodian Agreement (ALPS ETF Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 on the two-year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements for which the Custodian is entitled to reimbursement hereunder. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Agreement (Avenue Mutual Funds Trust), Agreement (Avenue Income Credit Strategies Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30_________, 2010 2014 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolioa Fund, the applicable such Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any a Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable such Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or PortfolioFund) 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 records as set forth hereinbelowherein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund and distribution of such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that such Fund is no longer viable, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, with another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 15, 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Private Advisors Alternative Strategies Master Fund), Master Custodian Agreement (Private Advisors Alternative Strategies Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (ALPS Variable Investment Trust), Master Custodian Agreement (Financial Investors Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30December 31, 2010 2017 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one (1) year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Artio Global Investment Funds), Master Custodian Agreement (Artio Global Equity Fund Inc)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 one year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (Morgan Creek Series Trust), Master Custodian Agreement (Morgan Creek Series Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30become effective as of the date set forth herein, 2010 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless until terminated as hereinafter provided, may be amended at any time by mutual written agreement of the parties hereto and may be terminated by either party terminates this Agreement the Customer or the Custodian by written notice an instrument in writing delivered or mailed, postage prepaid to the other party at least 120 party, such termination to take effect not sooner than sixty (60) days prior to after the date of terminationsuch delivery or mailing unless a different period is agreed to in writing by the parties. During the Initial Term and thereafter, either Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ 45 days of 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 happenings of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon the termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioAgreement, the applicable Fund Company shall pay the Custodian its compensation then due and shall reimburse Custodian for its costs, expenses and disbursementspayable. During the Initial Term, in In the event of: (i) any Fundthe Company’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio the Company (or its respective successor), the applicable Fund Company shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly fee compensation previously earned by Custodian with respect to such Fund or PortfolioCustodian) 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 Portfoliothe Company’s securities and cash as set forth hereinbelowherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of a Fund or Portfolio the Company into, or the consolidation of a Fund or Portfolio the Company with, another entity, or (c) the sale by a Fund or Portfolio the Company of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 2 contracts

Samples: Master Custodian Agreement (TCG BDC II, Inc.), Custodian Agreement (TCG Bdc, Inc.)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30August 10, 2010 2013 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioTrust, the applicable Fund Trust shall pay Custodian its compensation due and shall reimburse Custodian for its commercially reasonable costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any FundTrust’s termination of this Agreement with respect to such Fund or its Portfolio(s) Trust for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio Trust (or its respective successor), the applicable Fund Trust shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or PortfolioTrust) and shall reimburse the Custodian for its commercially reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or PortfolioTrust’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (x) a merger of a Fund or Portfolio Trust into, or the consolidation of a Fund or Portfolio Trust with, another entity, (y) the sale by a Fund or Portfolio Trust of all, or substantially all, of its assets to another entity, or (z) the liquidation or dissolution of a Fund or Portfolio Trust and distribution of such FundTrust’s or Portfolioassets as a result of the Board’s assetsdetermination in its reasonable business judgment that the Trust is no longer viable, in each case of (x) and (y) where the Custodian is retained to continue providing services to such Fund or Portfolio Trust (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio Trust shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.20

Appears in 2 contracts

Samples: Custodian Agreement (FactorShares 2X: TBond Bull/S&p500 Bear), Custodian Agreement (FactorShares S&P Crude Oil Premium)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) years after the date first set forth above (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any the Fund or any Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any the Fund’s termination of this Agreement with respect to such Fund itself or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a the Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such the Fund or such Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such the Fund’s or such Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund or Portfolio and distribution of the Fund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable (b) a merger of a the Fund or Portfolio into, or the consolidation of a the Fund or Portfolio with, another entity, or (c) the sale by a the Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such the Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (SSgA Active ETF Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force become effective as of its execution and effect for an initial term ending September 30, 2010 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates through and including December 31, 2012. Notwithstanding the preceding sentence, the Fund may terminate the services of the Custodian under this Agreement (A) by providing thirty (30) days written notice to in the other party at least 120 days prior to event that the date of termination. During the Initial Term and thereafter, either party may terminate this Agreement: Custodian (i) shall fail in any material respect to perform its duties and obligations hereunder pursuant to the event applicable standard of care set forth herein, the Fund shall have given written notice thereof, and such material failure shall not have been remedied to the reasonable satisfaction of the other party’s material breach of a material provision of this Agreement that the other party has either Fund within thirty (a30) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ days after such written notice of such breachis received, or (ii) shall have ceased to be qualified as a custodian under the 1940 Act, shall be indicted for a crime, or shall suffer any other material adverse change in its condition, operations or professional reputation that is determined by the Fund in its reasonable discretion to threaten the continuing performance of services hereunder or the reputation of the Fund, or (B) immediately in the event of the appointment of a conservator or receiver for the other party Custodian by the Comptroller of the Currency or upon the happening of a like event to the other party at the direction of an appropriate regulatory agency or court of competent jurisdiction. This Agreement, or any term hereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfoliothe Agreement, the Fund on behalf of each applicable Fund Portfolio shall pay to the Custodian its such compensation as may be due as of the date of such termination and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall likewise reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 13 and 16 14 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (Legg Mason Global Asset Management Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30November 1, 2010 2013 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive 1-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) with the written consent of the other party; (ii) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, (iii) in the event the other party has been convicted, pled guilty or pled no contest to criminal conduct in any criminal proceeding (and with respect to the Custodian, which is applicable to the Custodian in its capacity as custodian and which materially affects the Custodian’s performance of the services provided hereunder), or (iiiv) in the event of the commencement of a voluntary proceeding under Title 11 of the United State Code by the other party, commencement of an involuntary proceeding under Title 11 of the United States Code against the other party which is not timely dismissed, appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due through the date of such termination (and such additional period, if any, pursuant to Section 17 of this Agreement) and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelowherein below. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (RidgeWorth Funds)

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Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non- renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfoliothe Fund, the applicable Fund shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursementsdisbursements that are subject to reimbursement under this Agreement. During the Initial Term, in In the event of: (i) any the Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to a the Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian Administrator its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian the Administrator with respect to such Fund or Portfoliothe Fund) and shall reimburse the Custodian Administrator 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 hereinbelowdisbursements that are subject to reimbursement under this Agreement. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable, (b) a merger of a the Fund or Portfolio into, or the consolidation of a the Fund or Portfolio with, another entity, or (c) the sale by a the Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian Administrator is retained to continue providing services to such the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Administration Agreement (Avenue Income Credit Strategies Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 3020, 2010 2016 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfoliothe Company, the applicable Fund Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s a termination of this Agreement with respect to such Fund or its Portfolio(s) by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio the Company (or its respective successor), the applicable Fund Company shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to such Fund or Portfoliohereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfoliothe Company’s securities and cash as set forth hereinbelowherein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of a Fund or Portfolio the Company into, or the consolidation of a Fund or Portfolio the Company with, another entity, or (c) the sale by a Fund or Portfolio the Company of all, or substantially all, of its the Company’s assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio the Company (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.1113, 14, 15 and 16 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (FS Investment Corp IV)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30[ ], 2010 2014 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any the Fund or any Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any the Fund’s termination of this Agreement with respect to such Fund itself or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a the Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such the Fund or such Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such the Fund’s or such Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund or Portfolio and distribution of the Fund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable (b) a merger of a the Fund or Portfolio into, or the consolidation of a the Fund or Portfolio with, another entity, or (c) the sale by a the Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such the Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (SSgA Active ETF Trust)

Effective Period, Termination and Amendment. This Agreement Contract shall remain in full force and effect for an initial term ending September 30April 15, 2010 2014 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least 120 days prior to the date of termination. During the Initial Term and thereafter, either party may terminate this AgreementContract: (i) in the event of the other party’s material breach of a material provision of this Agreement Contract that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement Contract pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s termination of this Agreement Contract with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial 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 hereinbelowherein below. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this AgreementContract. Termination of this Agreement Contract with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement Contract with respect to any other Fund or Portfolio. The provisions of Sections 4.11, 15 12 and 16 13 of this Agreement Contract shall survive termination of this Agreement Contract for any reason. This Agreement Contract may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Contract (Russell Exchange Traded Funds Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30March 31, 2010 2011 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive 1-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction, (iii) if any other agreement between the parties is terminated, (iv) upon a change in controlling interest of the other party, or (v) if Custodian provides a notice to the Trust pursuant to Section 19.3 that it intends to utilize a third party or an affiliate to assist it in its duties hereunder and the Trust has objected to such utilization. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Icon Funds)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfoliothe Fund, the applicable Fund shall pay Custodian the Transfer Agent its compensation due and shall reimburse Custodian the Transfer Agent for its costs, expenses and disbursementsdisbursements that are subject to reimbursement under this Agreement. During the Initial Term, in In the event of: (i) any the Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Transfer Agent is not retained to continue providing services hereunder to a the Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian Transfer Agent its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian the Transfer Agent with respect to such Fund or Portfoliothe Fund) and shall reimburse the Custodian Transfer Agent 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 hereinbelowdisbursements that are subject to reimbursement under this Agreement. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable, (b) a merger of a the Fund or Portfolio into, or the consolidation of a the Fund or Portfolio with, another entity, or (c) the sale by a the Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian Transfer Agent is retained to continue providing services to such the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Avenue Income Credit Strategies Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30August 3, 2010 2012 (the “Initial Term”) and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Agreement shall automatically renew for additional successive two-year terms (each, a “Renewal Term”), and thereafter shall automatically continue in full force and effect unless either may be terminated by any party terminates this Agreement with respect to such party during any Renewal Term by written notice instrument delivered or mailed, such termination to the other party at least 120 take effect not sooner than ninety (90) days prior to after the date of terminationsuch delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: Agreement (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph for either (i) or (ii) above with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During Notwithstanding the Initial Termforegoing and for the purposes of this Agreement, in the event of: (i) any Fund’s termination of this Agreement with respect to such a Fund or Portfolio’s liquidation or dissolution and distribution of its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not assets conducted in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a such Fund or Portfolio (or its respective successor)Portfolio’s determination to cease doing business, the applicable Fund shall pay the Custodian its Custodian’s compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) due, and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt disbursements incurred, through the date of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreementdistribution. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (AB Multi-Manager Alternative Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30November _____, 2010 2013 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of nonrenewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the expiration of the Initial Term. During a Renewal Term, a party may terminate this Agreement by delivering a written notice of termination to the other party, such termination to take effect not sooner than sixty (60) days after the date of terminationsuch delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: (i) by mutual written agreement of the parties, (ii) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelowherein below. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 4.11,14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (India Fund, Inc.)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioFund, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) of any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor)paragraph, the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or PortfolioFund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreementherein. 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 any other Fund or PortfolioFund. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (FS Multi-Alternative Income Fund)

Effective Period, Termination and Amendment. This Agreement shall remain become effective as of its execution and shall continue in full force and effect for an initial term ending September 30, 2010 one (1) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect unless and until either party terminates this Agreement by providing written notice to the other party at least 120 (90) days prior to the date of terminationtermination (or such shorter period of time as agreed between the parties). 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any the Fund or any Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements incurred through the date of termination. During the Initial Term, in the event of: (i) any the Fund’s termination of this Agreement with respect to such the Fund or its Portfolio(s) any Portfolio for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a the Fund or a Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such the Fund or applicable Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such the Fund’s or applicable Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund or a Portfolio and distribution of the Fund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund or such Portfolio is no longer viable (b) a merger of a the Fund or a Portfolio into, or the consolidation of a the Fund or a Portfolio with, another entity, or (c) the sale by a the Fund or a Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such the Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 4.116, 15 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (AQR Funds)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioFund, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements for which the Custodian is entitled to reimbursement hereunder. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or PortfolioFund) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund and distribution of such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable, (b) a merger of 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or PortfolioFund. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Avenue Income Credit Strategies Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30_____________, 2010 2023 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than one hundred twenty (120) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any the Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a the Fund or Portfolio (or its respective successor), the applicable Fund shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Custodian its compensation due through the end of the Initial 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 disbursementsCustodian). Upon receipt of such payment and reimbursement, the Custodian will deliver such the Fund’s or Portfolio’s securities and cash as set forth hereinbelowherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable (b) a merger of a the Fund or Portfolio into, or the consolidation of a the Fund or Portfolio with, another entity, or (c) the sale by a the Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination For the avoidance of doubt, the Fund shall have the right to terminate this Agreement with respect agreement upon written notice to any one particular Fund or Portfolio shall the Custodian provided it reimburses the Custodian in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfoliomanner set forth above. The provisions of Sections 4.11, 15 13, 14, 24 and 16 25 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (Blackstone Private Credit Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 2018 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive two-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than sixty (60) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 acceptableacceptable to the non-breaching party, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (CION Ares Diversified Credit Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 1 year from date of the Agreement (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolioparagraph, the applicable Fund Trust shall pay Custodian the Administrator its compensation due and shall reimburse Custodian the Administrator for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fundthe Trust’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to a Fund or Portfolio the Trust (or its respective successor), the applicable Fund Trust shall pay the Custodian Administrator its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian the Administrator with respect to such Fund or Portfoliothe Trust) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, the Trust or the consolidation of a Fund or Portfolio with, the Trust with another entity, the sale by a Fund or Portfolio the Trust of all, all or substantially all, all of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio the Trust and distribution of such Fund’s or Portfoliothe Trust’s assets, in each case where the Custodian Administrator is retained to continue providing services to such Fund or Portfolio the Trust (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Administration Agreement (Morgan Creek Global Equity Long/Short Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 (the “Initial Term”), and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement by written notice to the other party at least 120 days prior to the date of termination. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Calamos Global Dynamic Income Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 one year from the Effective Date (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 forty-five (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, except, the Custodian may terminate this Agreement upon no less than thirty (30) days’ written notice to the Company if the Custodian determines that the Company does not satisfy the Custodian’s know your customer/anti-money laundering compliance policies which are designed to implement requirements under applicable law. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfoliothe Company, the applicable Fund Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in Information Classification: Limited Access In the event of: (i) any Fund’s a termination of this Agreement with respect to such Fund or its Portfolio(s) by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio the Company (or its respective successor), the applicable Fund Company shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to such Fund or Portfoliohereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfoliothe Company’s securities and cash as set forth hereinbelowherein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of a Fund or Portfolio the Company into, or the consolidation of a Fund or Portfolio the Company with, another entity, or (c) the sale by a Fund or Portfolio the Company of all, or substantially all, of its the Company’s assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio the Company (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.1113, 14, 15 and 16 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (KKR FS Income Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30July 29, 2010 2016 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive three-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or ; (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction; (iii) upon 90 days prior written notice by the Fund(s); or (iv) upon 180 days’ prior written notice by the Custodian. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (American Century Government Income Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 2017 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive 3-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 13 and 16 14 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (PIMCO Dynamic Income Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 3028, 2010 2019 (the “Initial Term”) and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Agreement shall automatically renew for additional successive two-year terms (each, a “Renewal Term”), and thereafter shall automatically continue in full force and effect unless either may be terminated by any party terminates this Agreement with respect to such party during any Renewal Term by written notice instrument delivered or mailed, such termination to the other party at least 120 take effect not sooner than ninety (90) days prior to after the date of terminationsuch delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: Agreement (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph for either (i) or (ii) above with respect to any Fund or Portfoliothe Fund, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During Notwithstanding the Initial Termforegoing and for the purposes of this Agreement, in the event of: (i) any of the Fund’s termination liquidation or dissolution and distribution of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not assets conducted in the ordinary course of business pursuant the Fund’s determination to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor)cease doing business, the applicable Fund shall pay the Custodian its Custodian’s compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) due, and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt disbursements incurred, through the date of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfoliodistribution. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (AB Private Credit Investors Corp)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30·, 2010 2014 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive two-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than sixty (60) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 acceptableacceptable to the non-breaching party, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Ares Dynamic Credit Allocation Fund, Inc.)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30May 7, 2010 2016 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursementsdisbursements and reasonable counsel fees. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. For the avoidance of doubt, the Fund shall have the right to terminate this agreement upon written notice to the Custodian provided it reimburses the Custodian in the manner set forth above. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 14, 15, 18.12 and 16 18.16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Blackstone Alternative Investment Funds)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30August 3, 2010 2012 (the "INITIAL TERM") and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Agreement shall automatically renew for additional successive two-year terms (each, a "RENEWAL TERM"), and thereafter shall automatically continue in full force and effect unless either may be terminated by any party terminates this Agreement with respect to such party during any Renewal Term by written notice instrument delivered or mailed, such termination to the other party at least 120 take effect not sooner than ninety (90) days prior to after the date of terminationsuch delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: Agreement (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph for either (i) or (ii) above with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During Notwithstanding the Initial Termforegoing and for the purposes of this Agreement, in the event of: (i) any Fund’s termination of this Agreement with respect to such a Fund or Portfolio's liquidation or dissolution and distribution of its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not assets conducted in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a such Fund or Portfolio (or its respective successor)Portfolio's determination to cease doing business, the applicable Fund shall pay the Custodian its Custodian's compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) due, and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt disbursements incurred, through the date of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreementdistribution. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Alliancebernstein Variable Products Series Fund Inc)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30December 31, 2010 2017 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Funds or any Fund or Portfolio, the applicable Fund or applicable Portfolio shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to a Fund or a Portfolio (or its respective successor), the applicable Fund Funds or Portfolios shall pay the Custodian Administrator its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian Administrator with respect to such Fund or Portfolio) and shall reimburse the Custodian Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Administrator will deliver such Fund’s or such Portfolio’s securities and cash records as set forth hereinbelowherein. 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 merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assetsassets as a result of the Board’s determination in its reasonable business judgment that for the Fund or Portfolio is no longer viable, (b) a merger of the Fund or a Portfolio into, or the consolidation of a Fund or a Portfolio with, another entity, or (c) the sale by a Fund or a Portfolio of all, or substantially all, of its assets to another entity, in each case of (b) and (c) where the Custodian Administrator is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Administration Agreement (Artio Global Investment Funds)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolioparagraph, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any the Fund’s 's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a the Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such the 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 the Fund’s or Portfolio’s 's securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund's assets as a result of the Board's determination in its reasonable business judgment that the Fund is no longer viable (b) a merger of a the Fund or Portfolio into, or the consolidation of a the Fund or Portfolio with, another entity, or (c) the sale by a the Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (Clough Global Opportunities Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30August 3, 2010 2012 (the "Initial Term") and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Agreement shall automatically renew for additional successive two-year terms (each, a "Renewal Term"), and thereafter shall automatically continue in full force and effect unless either may be terminated by any party terminates this Agreement with respect to such party during any Renewal Term by written notice instrument delivered or mailed, such termination to the other party at least 120 take effect not sooner than ninety (90) days prior to after the date of terminationsuch delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: Agreement (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph for either (i) or (ii) above with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During Notwithstanding the Initial Termforegoing and for the purposes of this Agreement, in the event of: (i) any Fund’s termination of this Agreement with respect to such a Fund or Portfolio's liquidation or dissolution and distribution of its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not assets conducted in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a such Fund or Portfolio (or its respective successor)Portfolio's determination to cease doing business, the applicable Fund shall pay the Custodian its Custodian's compensation due through the end of the Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) due, and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt disbursements incurred, through the date of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case where the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreementdistribution. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Bernstein Sanford C Fund Ii Inc)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September June 30, 2010 2016 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “ Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund or Portfolio (or its respective successor), the applicable Fund shall pay the Custodian its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a merger Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets as a result of the determination of the Board of Trustees of the Fund in its reasonable business judgment, that the Fund or Portfolio is no longer viable; (b) a merger, reorganization or similar transaction 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, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, provided that in each case where of (b) and (c), the Custodian is retained to continue providing services to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 14 and 15 and 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Madison Funds)

Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to Xxxxxxx Credit Opportunities Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending September 30, 2010 2025 (the “JCOF Initial Term”). With respect to Xxxxxxx Real Assets Fund only, and thereafter this Agreement shall automatically continue remain in full force and effect unless either party terminates this Agreement by written notice to for an initial 2-year term ending February 29, 2026 (the other party at least 120 days prior to the date of termination“JRAF Initial Term”). During the JCOF Initial Term and thereafterTerm, either party Xxxxxxx Credit Opportunities Fund or the Custodian may terminate this Agreement and during the JRAF Initial Term, either Xxxxxxx Real Assets Fund or the Custodian may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or PortfolioXxxxxxx Credit Opportunities Fund, the applicable Xxxxxxx Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial TermUpon termination of this Agreement pursuant to this paragraph with respect to Xxxxxxx Real Assets Fund, in Xxxxxxx Real Assets Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Information Classification: Limited Access In the event of: (i) any Xxxxxxx Credit Opportunities Fund’s or Xxxxxxx Real Asset Fund’s termination of this Agreement prior to the end of the JCOF Initial Term with respect to such Xxxxxxx Credit Opportunities Fund or its Portfolio(s) prior to the end of the JRAF Initial Term with respect to Xxxxxxx Real Assets Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Xxxxxxx Credit Opportunities Fund (or Portfolio its respective successor) or to Xxxxxxx Real Assets Fund (or its respective successor), the applicable Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund, as applicable, shall pay the Custodian its compensation due through the end of the JCOF Initial Term or the JRAF Initial Term, as applicable, (based upon the average monthly compensation previously earned by Custodian with respect to such Xxxxxxx Credit Opportunities Fund or PortfolioXxxxxxx Real Assets Fund, as applicable) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Xxxxxxx Credit Opportunities Fund’s or PortfolioXxxxxxx Real Asset Fund’s securities and cash as applicable and set forth hereinbelow. For the avoidance of doubt, and with respect to either Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund, no payment will be required pursuant to clause (ii) of this paragraph in the event of any applicable transaction such as (a) the liquidation or dissolution of Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund and applicable distribution of Xxxxxxx Credit Opportunities Fund’s or Jackson Real Assets Fund’s assets as a result of the trustees’ determination in their reasonable business judgment that Xxxxxxx Credit Opportunities Fund or Xxxxxxx Real Assets Fund is no longer viable, (b) a merger of a Xxxxxxx Credit Opportunities Fund or Portfolio Xxxxxxx Real Assets Fund into, or the consolidation of a Xxxxxxx Credit Opportunities Fund or Portfolio Jackson Real Assets Fund with, another entity, or (c) the sale by a Xxxxxxx Credit Opportunities Fund or Portfolio Xxxxxxx Real Assets Fund of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such Xxxxxxx Credit Opportunities Fund or Portfolio (or its respective successor) or to Xxxxxxx Real Assets Fund (or its respective successor), as applicable, on substantially the same terms as this Agreement. After the JCOF Initial Term and JRAF Initial Term outlined hereinabove have been satisfied, respectively, the following language in this Section 18 shall apply with respect to Xxxxxxx Credit Opportunities Fund and Xxxxxxx Real Assets Fund. Except as provided in the preceding three paragraphs with respect to the Xxxxxxx Credit Opportunities Fund and Xxxxxxx Real Assets Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided. The Agreement may be terminated by any party by an instrument in writing delivered or mailed, postage prepaid to the other parties, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Notwithstanding the foregoing, this Agreement may be terminated at any time upon mutual written agreement of the parties hereto. 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 any other Fund or Portfolio. The provisions of Sections 4.11, 15 16 and 16 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Master Custodian Agreement (Jackson Real Assets Fund)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30[ ], 2010 2014 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than ninety (90) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Trust or any Fund or PortfolioFund, the Trust or applicable Fund shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any Fundthe Trust’s termination of this Agreement with respect to such Fund the Trust or its Portfolio(sFund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to the Trust or a Fund or Portfolio (or its respective successor), the Trust or applicable Fund shall pay the Custodian Administrator its compensation due through the end of the Initial Term then-current term (based upon the average monthly compensation previously earned by Custodian Administrator with respect to the Trust or such Fund or PortfolioFund) and shall reimburse the Custodian Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Administrator will deliver the Trust’s or such Fund’s or Portfolio’s securities and cash records as set forth hereinbelowherein. 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 Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust or such Fund is no longer viable (b) a merger of the Trust or a Fund or Portfolio into, or the consolidation of the Trust or a Fund or Portfolio with, another entity, or (c) the sale by the Trust or a Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian Administrator is retained to continue providing services to the Trust or such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. 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 Fund or Portfolio. The provisions of Sections 4.11, 15 and 16 of this Agreement shall survive termination of this Agreement for any reasonFund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Administration Agreement (SSgA Active ETF Trust)

Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending September 30, 2010 2023 (the “Initial Term”). After the expiration of the Initial Term, and thereafter this Agreement shall automatically continue in full force and effect renew for successive one-year terms (each, a “Renewal Term”) unless either party terminates this Agreement by a written notice to of non-renewal is delivered by the other non-renewing party at least 120 no later than one hundred twenty (120) days prior to the date expiration of terminationthe Initial Term or any Renewal Term, as the case may be. 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 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund or Portfolio, the applicable Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. During the Initial Term, in In the event of: (i) any the Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a the Fund or Portfolio (or its respective successor), the applicable Fund shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Custodian its compensation due through the end of the Initial 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 disbursementsCustodian). Upon receipt of such payment and reimbursement, the Custodian will deliver such the Fund’s or Portfolio’s securities and cash as set forth hereinbelowherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable (b) a merger of a the Fund or Portfolio into, or the consolidation of a the Fund or Portfolio with, another entity, or (c) the sale by a the Fund or Portfolio of all, or substantially all, of its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each case of (b) and (c) where the Custodian is retained to continue providing services to such the Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination For the avoidance of doubt, the Fund shall have the right to terminate this Agreement with respect agreement upon written notice to any one particular Fund or Portfolio shall the Custodian provided it reimburses the Custodian in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfoliomanner set forth above. The provisions of Sections 4.11, 15 13, 14, 24 and 16 25 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

Appears in 1 contract

Samples: Custodian Agreement (Blackstone Private Credit Fund)

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