Common use of Effective Period and Termination Clause in Contracts

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this Agreement, the Trust on behalf of a Portfolio, shall pay the Transfer Agent its compensation due up to the effective date of termination. Upon notice of termination of this Agreement for any reason, Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of termination. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Portfolio.

Appears in 14 contracts

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

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Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this Agreement, the Trust on behalf of a Portfolio, Fund shall pay the Transfer Agent Administrator its compensation due up to the effective date of termination. Upon notice of termination of this Agreement for any reason, Transfer Agent Administrator and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's Administrator’s duties and responsibilities hereunder hereunder, including but not limited to transmittal of any records to a new service provider or administrator selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent Administrator shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency Administrator under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of termination. Sections 8, 9, 10 and 13 shall survive termination of this Agreement for any reason. Termination of this Agreement with respect to any one particular Portfolio Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other PortfolioFund.

Appears in 14 contracts

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

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending February 28, 2015 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementAgreement pursuant to this paragraph with respect to a Fund or any Portfolio, the Trust on behalf of a Portfolio, Administrator or applicable Fund or Portfolio shall pay the Transfer Agent Sub-Administrator its compensation due up to and shall reimburse Sub-Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Administrator’s termination of this Agreement with respect to a Fund or its Portfolio(s) for any reason, Transfer Agent and reason other than as set forth in the Trust agree immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Sub-Administrator is not retained to effect an orderly transition of Transfer Agency's duties and responsibilities continue providing services hereunder to a new service provider selected by Fund or Portfolio (or its respective successor), the Trust or to Administrator shall pay the Trust Sub-Administrator its compensation due under the terms hereof as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services date of such termination and shall reimburse the Sub-Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Sub-Administrator will deliver the Fund’s such Portfolio’s records as set froth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or Portfolio and distribution of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services Fund’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment Board of Trustees of the fees and charges to be mutually agreed upon Fund’s determination in its reasonable business judgment that such Fund or Portfolio is no longer viable, (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by the partiesa Fund or Portfolio of all, applicable to the performance or substantially all, of the Fund’s or Portfolio’s assets to another entity, in each of (b) and (c) where the Sub-Administrator is retained to continue providing services under to such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement on the date of notice of terminationAgreement. 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.

Appears in 9 contracts

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

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending three years from the effective date (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementTrust or any Fund, the Trust on behalf of a Portfolio, or applicable Fund shall pay the Transfer Agent State Street its compensation due up to and shall reimburse State Street for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reason, Transfer Agent and 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 State Street is not retained to continue providing services hereunder to the Trust agree or a Fund (or its respective successor), the Trust or applicable Fund shall pay State Street its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by State Street with respect to provide their the Trust or such Fund) and shall reimburse State Street for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, State Street will deliver the Trust’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable cooperation to effect an orderly transition business judgment that the Trust or such Fund is no longer viable (b) a merger of Transfer Agency's duties and responsibilities hereunder to the Trust or a new service provider selected Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where State Street is retained to continue providing services to the Trust or such Fund (or its respective successor) on substantially the same terms as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other PortfolioFund.

Appears in 6 contracts

Samples: Service Agreement (Sma Relationship Trust), Service Agreement (Pace Select Advisors Trust), Service Agreement (Ubs Funds)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 3, 2017 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementAgreement pursuant to this paragraph with respect to any Fund or Portfolio, the Trust on behalf of a Portfolio, applicable Fund shall pay the Transfer Agent Custodian its compensation due up to and shall reimburse Custodian for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) any Fund's termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason, Transfer Agent and reason other than as set forth in the Trust agree immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Custodian is not retained to effect an orderly transition of Transfer Agency's duties and responsibilities continue providing services hereunder to a new service provider selected by Fund or Portfolio (or its respective successor), the Trust or to applicable Fund shall pay the Trust as soon as reasonably practicable. Such cooperation shall include Custodian its compensation due through the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration end of the services hereinthen-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth hereinbelow. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services Fund’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services herein to such Fund or Portfolio (or its respective successor) on substantially the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the same terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under as this Agreement on the date of notice of terminationAgreement. 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 14 and 15 and the indemnification obligations of Section 6 of this Agreement shall survive termination of this Agreement for any reason.

Appears in 5 contracts

Samples: Master Custodian Agreement (Rivernorth Opportunities Fund, Inc.), Master Custodian Agreement (RiverNorth Specialty Finance Corp), Master Custodian Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 23, 2018 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either In any event, except as otherwise agreed to in writing by the parties hereto, during the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementAgreement pursuant to this paragraph with respect to any Trust or Fund, the applicable Trust on behalf of a Portfolio, or Fund shall pay the Transfer Agent Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) a Trust’s termination of this Agreement with respect to such Trust or its Fund(s) for any reason, Transfer Agent and reason other than as set forth in the Trust agree immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Administrator is not retained to effect an orderly transition of Transfer Agency's duties and responsibilities continue providing services hereunder to a new service provider selected by the Trust or to a Fund (or its respective successor), the applicable Trust as soon as reasonably practicable. Such cooperation or Fund shall include pay the development and implementation by Administrator its compensation due through the parties of a mutually-agreed conversion plan for the orderly migration end of the services then-current term (based upon the average monthly compensation previously earned by Administrator with respect to such Trust or Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement or if there is a reasonable dispute about the amount of such payment or reimbursement, the Administrator will deliver such Trust’s or Fund’s records as set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, (a) the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services liquidation or dissolution of a Trust or Fund and distribution of a Trust’s or Fund’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to Board’s determination in its reasonable business judgment that such Trust or Fund is no longer viable (b) a merger of a Trust or Fund into, or the successor service provider consolidation of a Trust or to Fund with, another entity, or (c) the sale by a Trust or Fund of all, or substantially all, of the Trust. Any ’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to such services shall be provided by Transfer Agency under Trust or Fund (or its respective successor) on substantially the same terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under as this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio Trust or Fund shall in no way affect the rights and duties under this Agreement with respect to the any other Trust or any other PortfolioFund.

Appears in 5 contracts

Samples: Master Administration Agreement (Fpa Paramount Fund Inc), Master Administration Agreement (Fpa New Income Inc), Master Administration Agreement (Fpa Capital Fund Inc)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending June 9, 2020 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than sixty (60) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be, or such shorter period as the Parties may agree. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementTrust or any Fund, the Trust on behalf of a Portfolio, or applicable Fund shall pay the Transfer Agent Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) the Trust’s termination of this Agreement with respect to the Trust or its Fund(s) for any reason, Transfer Agent and reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to the Trust agree or a Fund (or its respective successor), the Trust or applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to provide their the Trust or such Fund) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Administrator will deliver the Trust’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such (a) the liquidation or dissolution of the Trust or a Fund and distribution of the Trust’s or such Fund’s assets as a result of the Board’s determination in its reasonable cooperation to effect an orderly transition business judgment that the Trust or such Fund is no longer viable (b) a merger of Transfer Agency's duties and responsibilities hereunder to the Trust or a new service provider selected Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of the Trust’s or Fund’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to the Trust or such Fund (or its respective successor) on substantially the same terms as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other PortfolioFund. If a successor administrator for one or more Funds shall be appointed by the Board of the Trust, the Administrator and the Trust, on behalf of any applicable Fund(s) agree, upon termination and the Administrator’s receipt of instructions from the Trust, to reasonably cooperate to deliver to such successor Administrator, the records of the Trust and/or the Funds as reasonably requested by the Trust. Each of the Administrator and the Trust, on behalf of any applicable Fund(s), agrees to reasonably cooperate with the successor administrator in the execution of such documents and the performance of such other necessary actions as may reasonably be requested by the successor administrator or the Trust in order to substitute the successor administrator for the Administrator, provided, however, that any special or unduly burdensome arrangements, and any expenses associated therewith, shall be subject to good faith negotiation and mutual agreement by the parties hereto. All reasonable out-of-pocket expenses associated with the transfer of the administration services hereunder upon termination hereof shall be borne by the respective Funds (except as may be specifically and mutually agreed in writing by the parties in relation to such special arrangements).

Appears in 3 contracts

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

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending June 9, 2020 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than sixty (60) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be, or such shorter period as the Parties may agree. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust or any Fund, the Trust or applicable Fund shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon ’s termination of this AgreementAgreement with respect to the Trust or its Fund(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Fund (or its respective successor), the Trust on behalf of a Portfolio, or applicable Fund shall pay the Transfer Agent its compensation due up through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the effective date of terminationTrust or such Fund) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon notice receipt of termination such payment and reimbursement, the Transfer Agent will deliver the Trust’s or such Fund’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement for paragraph in the event of any reason, Transfer Agent and transaction such as (a) the liquidation or dissolution of the Trust agree to provide their 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 cooperation to effect an orderly transition business judgment that the Trust or such Fund is no longer viable, (b) a merger of Transfer Agency's duties and responsibilities hereunder to the Trust or a new service provider selected Fund into, or the consolidation of the Trust or a Fund with, another entity, or (c) the sale by the Trust or a Fund of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust such Fund (or its respective successor) on substantially the same terms as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other PortfolioFund. If a successor transfer agent for one or more Funds shall be appointed by the Board of the Trust, the Transfer Agent and the Trust, on behalf of any applicable Fund(s) agree, upon termination and the Transfer Agent’s receipt of instructions from the Trust, to reasonably cooperate to deliver to such successor Transfer Agent, the records of the Trust and/or the Funds as reasonably requested by the Trust. Each of the Transfer Agent and the Trust, on behalf of any applicable Fund(s), agrees to reasonably cooperate with the successor transfer agent in the execution of such documents and the performance of such other necessary actions as may reasonably be requested by the successor transfer agent or the Trust in order to substitute the successor transfer agent for the Transfer Agent, provided, however, that any special or unduly burdensome arrangements, and any expenses associated therewith, shall be subject to good faith negotiation and mutual agreement by the parties hereto. All reasonable out-of-pocket expenses associated with the transfer of the transfer agency services hereunder upon termination hereof shall be borne by the respective Funds (except as may be specifically and mutually agreed in writing by the parties in relation to such special arrangements).

Appears in 3 contracts

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

Effective Period and Termination. This Agreement shall remain in full force and effect for an initial term ending five (5) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall continue in full force and effect until terminated by either party by giving one hundred twenty (120) days’ written notice an instrument in writing delivered to the otherother party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing. Either During the Initial Term and thereafter, either party may immediately terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementFund or any Portfolio, the Trust on behalf of a Portfolio, Fund shall pay the Transfer Agent Administrator its compensation due up to and shall reimburse the effective date of terminationAdministrator for its costs, expenses and disbursements. Upon notice of termination of In addition, the Fund may terminate this Agreement for any reason, Transfer Agent during the Initial Term and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder thereafter with respect to a new Portfolio if, in the Fund’s reasonable opinion, the Administrator has persistently not achieved the performance measures set forth in any service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation level document (a “Service Level Document”) that may be established in good faith by the parties as key identified performance measures, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that the Administrator has persistently not met the key identified performance measures set forth in the Service Level Document during any two months of a mutually-agreed conversion plan for any calendar quarter (as such failure is set forth in the orderly migration of the services herein. For the purpose of successful migration of such servicesService Level Document), the parties may agree Fund may, in its discretion, submit a written deficiency notice to have this Agreement remain in effect for an additional period after the termination date Administrator outlining the performance deficiencies (the "Extension Period"“Deficiency Notice”). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services Such Deficiency Notice shall be provided by Transfer Agency under to the terms and conditions, and subject to payment Administrator within 20 days of the fees and charges end of such calendar quarter. After receipt of such notice, the Administrator shall present the Fund with a written plan (the “Plan”) to address the deficiencies set forth in the Deficiency Notice. Such Plan must be mutually agreed upon by the parties, applicable provided to the performance Fund within 30 days after receipt of the services under Deficiency Notice. If the Administrator fails to submit a Plan within such 30-day period, the Fund may terminate this Agreement on upon 60 days’ written notice to the date Administrator. The Fund, in its discretion, may accept or reject the Plan by notifying the Administrator in writing (“Plan Notice”) within 15 days after receipt 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 Administrator shall submit a revised plan (“Revised Plan”) within 30 days after provision of such Plan Notice. If the Administrator fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days’ written notice to the Administrator. The Fund, in its discretion, may accept or reject the Revised Plan by notifying the Administrator in writing (“Revised Plan Notice”) within 15 days after receipt of terminationthe 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 Administrator that rejects the Revised Plan, the Fund may, in its discretion, terminate this Agreement upon 60 days’ written notice to the Administrator. Such termination notice must be submitted to the Administrator within 60 days after provision of the Revised Plan Notice. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust Fund or any other Portfolio. As soon as reasonably practicable following the termination or expiration of this Agreement, the Administrator agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Fund may direct. If directed by the Fund, the Administrator will provide the services hereunder until a replacement administrator is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Administrator will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Administrator customarily charges for such assistance.

Appears in 3 contracts

Samples: Administration Agreement (Dimensional Investment Group Inc), Administration Agreement (Dfa Investment Dimensions Group Inc), Administration Agreement (Dfa Investment Trust Co)

Effective Period and Termination. This Agreement shall remain in full force and effect until for an initial term ending October 14, 2018 (the “Initial Term”). After the expiration of the Initial Term, this Agreement may be terminated by either party by giving one hundred twenty (120) days’ written notice an instrument in writing delivered or mailed, postage prepaid to the otherother party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. During the Initial Term, in the event of: (i) the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon ’s termination of this AgreementAgreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust on behalf of a Portfolio, or applicable Portfolio shall pay the Transfer Agent its compensation due up through the end of the Initial Term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the effective date of terminationTrust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon notice receipt of termination such payment and reimbursement, the Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement for paragraph in the event of any reason, Transfer Agent and transaction such as (a) the liquidation or dissolution of the Trust agree to provide their or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable cooperation to effect an orderly transition business judgment that continuation of Transfer Agency's duties and responsibilities hereunder to the Trust or such Portfolio is not in the best interest of the Trust or Portfolio, (b) a new service provider selected merger of the Trust or a Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Portfolio.

Appears in 2 contracts

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

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending May 1, 2016 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the TrustFund or any Portfolio, of the Global Custody Agreement dated as of December 14Fund or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, 2006 between expenses and disbursements. In the parties hereto, as amended from time to time. Upon event of: (i) the Fund’s termination of this AgreementAgreement with respect to the Fund or its Portfolio (s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Fund or a Portfolio (or its respective successor), the Trust on behalf of a Portfolio, Fund or applicable Portfolio shall pay the Transfer Agent its compensation due up through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the effective date of terminationFund or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon notice receipt of termination of this Agreement for any reasonsuch payment and reimbursement, the Transfer Agent and will deliver the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust Fund’s or to the Trust such Portfolio’s records as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such servicesas (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 the parties may agree Fund or a Portfolio into, or the consolidation of the Fund or a Portfolio with, another entity, or (c) the sale by the Fund or a Portfolio of all, or substantially all, of its assets to have this Agreement remain another entity, in effect for an additional period after each of (b) and (c) where the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such is retained to continue providing services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider Fund such Portfolio (or to its respective successor) on substantially the Trust. Any such services shall be provided by Transfer Agency under the same terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under as this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust Fund or any other Portfolio.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement, Agency and Service Agreement (Blackstone Alternative Investment Funds)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending December 31, 2019 (120the “Initial Term”). Subject to the provisions of this Section 11, this Agreement shall, after the expiration of the Initial Term, automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementAgreement pursuant to this paragraph with respect to a Trust or any Portfolio, the applicable Trust on behalf or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) a Trust’s termination of this Agreement with respect to such Trust or one or more of its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a Portfoliotransaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to such Trust or Portfolio(s) (or its respective successor), the applicable Trust or applicable Portfolio shall pay the Transfer Agent its compensation due up through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to such Trust or Portfolio(s)) and shall reimburse the effective date of terminationTransfer Agent for its reasonable costs, expenses and disbursements. Upon notice receipt of termination of this Agreement for any reasonsuch payment and reimbursement, the Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust will deliver such Trust’s or to the Trust such Portfolio’s records as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Trust or a Portfolio and distribution of such servicesTrust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that such Trust or Portfolio is no longer viable, (b) a merger of a Trust or Portfolio into, or the parties may agree consolidation of a Trust of Portfolio with, another entity, or (c) the sale by a Trust or Portfolio of all, or substantially all, of its assets to have this Agreement remain another entity, in effect for an additional period after each of (b) and (c) where the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform is retained to continue providing services to such services Trust or Portfolio (or its respective successor) on substantially the same terms as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Trust or Portfolio shall in no way affect the rights and duties under this Agreement with respect to the any other Trust or any other Portfolio.

Appears in 2 contracts

Samples: Master Transfer Agency and Service Agreement (Hartford Funds NextShares Trust), Master Transfer Agency and Service Agreement (Hartford Funds Exchange-Traded Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending August 31, 2024 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate , or (iii) based upon the termination, with respect Trust’s determination that there is a reasonable basis to conclude that the Trust, Administrator is insolvent or that the financial condition of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to timeAdministrator is deteriorating in any material respect. Upon termination of this AgreementAgreement pursuant to this Section with respect to the Trust or a Fund, the Trust on behalf of a Portfolio, shall pay the Transfer Agent Administrator its compensation due up to and shall reimburse the effective date of termination. Upon notice of Administrator for its costs, expenses and disbursements except, if termination is based on termination for a material breach of this Agreement for any reason, Transfer Agent and coupled with the Trust agree Administrator’s failure to provide their reasonable cooperation to effect an orderly transition meet its standard of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services care under this Agreement on the date of notice of terminationAgreement, less any losses or damages caused by such event. Termination of this Agreement with respect to any one particular Portfolio Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other PortfolioFund. As soon as reasonably practicable following the termination or expiration of this Agreement, the Administrator agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust may direct. If directed by the Trust, the Administrator will provide the services hereunder until a replacement administrator is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Administrator will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Administrator customarily charges for such assistance.

Appears in 2 contracts

Samples: Administration Agreement (WisdomTree Digital Trust), Administration Agreement (WisdomTree Digital Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 31, 2019 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate , or (iii) based upon the termination, Trust’s determination that there is a reasonable basis to conclude that the Administrator is insolvent or that the financial condition of the Administrator is deteriorating in any material respect. Upon termination of this Agreement pursuant to this Section with respect to the Trust, the Trust shall pay the Administrator its compensation due and shall reimburse the Administrator for its costs, expenses and disbursements except, if termination is based on termination for a material breach of this Agreement coupled with the Global Custody Agreement dated as Administrator’s failure to meet its standard of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of care under this Agreement, the Trust on behalf of a Portfolio, shall pay the Transfer Agent its compensation due up to the effective date of termination. Upon notice of termination of this Agreement for less any reason, Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected losses or damages caused by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationevent. Termination of this Agreement with respect to any one particular Portfolio Trust shall in no way affect the rights and duties under this Agreement with respect any other Trust. As soon as reasonably practicable following the termination or expiration of this Agreement, the Administrator agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust may direct. If directed by the Trust, the Administrator will provide the services hereunder until a replacement administrator is in place, for a reasonable period of time up to nine (9) months, subject to the Trust or any other Portfolioterms of this Agreement, including compensation. The Administrator will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Administrator customarily charges for such assistance.

Appears in 2 contracts

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

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending June 30, 2016 (120the "Initial Term"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a "Renewal Term") days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either 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 30 60 days' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust, the Trust shall pay Transfer Agent its compensation due, shall reimburse Transfer Agent for its costs, expenses and disbursements due hereunder and all out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Global Custody Agreement dated as of December 14, 2006 between Trust. In the parties hereto, as amended from time to time. Upon event of: (i) the Trust's termination of this AgreementAgreement with respect to the Trust for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust (or its successor), the Trust on behalf of a Portfolio, shall pay the Transfer Agent its compensation due up through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the effective date of terminationTrust) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon notice receipt of termination of this Agreement for any reasonsuch payment and reimbursement, the Transfer Agent and will deliver the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer AgencyTrust's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust records as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such servicesas (a) the liquidation or dissolution of the Trust and distribution of the Trust's assets as a result of the Board's determination in its reasonable business judgment that the Trust is no longer viable, (b) a merger of the parties may agree Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by the Trust of all, or substantially all, of its assets to have this Agreement remain another entity, in effect for an additional period after each of (b) and (c) where the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such is retained to continue providing services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of termination. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust (or any other Portfolioits successor) on substantially the same terms as this Agreement.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (O'Connor Fund of Funds: Masters)

Effective Period and Termination. This Agreement shall remain become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event mutual agreement of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionparties hereto. This Agreement shall automatically terminate continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to the Fund, such termination to take effect not sooner than 60 days after the date of such delivery; (b) termination by the Trust by an instrument in writing delivered or mailed to the Custodian, such termination to take effect no sooner than 60 days after the date of such delivery; or (c) termination by the Trust by written notice delivered to the Custodian, based upon such Trust's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the terminationCustodian's receipt of such notice or at such later time as such Trust shall designate. In the event of termination pursuant to this Section by any Fund (a "TERMINATING FUND"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Trust, Terminating Fund setting forth such fees and expenses. The termination of a Fund pursuant to this Section shall constitute a termination of this Agreement only with respect to such Fund and shall not affect the obligations of the Global Custody Agreement dated as of December 14, 2006 between Custodian and the parties heretoother Funds set forth in Exhibit A, as amended from time to time. Upon This Agreement may be terminated as to one or more of the Trust's Funds (but less than all of its Funds) by delivery of Proper Instructions and amended Exhibit A deleting such Funds, in which case termination of this Agreement, as to such deleted Funds shall take effect 60 days after the Trust on behalf of a Portfolio, shall pay the Transfer Agent its compensation due up to the effective date of terminationthe Custodian's receipt thereof. Upon notice The delivery of such Proper Instructions and amended Exhibit which delete one or more Funds shall constitute a termination of this Agreement for any reason, Transfer Agent only with respect to such deleted Fund(s) and shall not affect the obligations of the Custodian and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of termination. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the other Funds set forth on Exhibit A, as amended from time to time. The Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any other Portfolioprovision of the Trust's Declaration of Trust.

Appears in 1 contract

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

Effective Period and Termination. This Agreement shall remain become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event mutual agreement of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionparties hereto. This Agreement shall automatically terminate upon continue in full force and effect until the termination, with respect first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to the Trust, such termination to take effect not sooner than 60 days after the date of such delivery; (b) termination by the Trust by an instrument in writing delivered or mailed to the Custodian, such termination to take effect no sooner than 60 days after the date of such delivery; or (c) termination by the Trust by written notice delivered to the Custodian, based upon such Trust's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Global Custody Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Trust shall designate. In the event of termination pursuant to this Section by any Trust (a "Terminating Trust"), each Terminating Trust shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Trust within a reasonable time following termination and delivery of a statement to the Terminating Trust setting forth such fees and expenses. The termination of a Trust pursuant to this Section shall constitute a termination of this Agreement dated as only with respect to such Trust and shall not affect the obligations of December 14, 2006 between the parties heretoCustodian and the other Trusts set forth in Exhibit A, as amended from time to time. Upon termination of this Agreement, the Trust on behalf This Agreement may be terminated as to one or more of a PortfolioTrust's Portfolios (but less than all of its Portfolios) by delivery of Proper Instructions and amended Exhibit A deleting such Portfolios, in which case termination as to such deleted Portfolios shall pay take effect 60 days after the Transfer Agent its compensation due up to the effective date of terminationthe Custodian's receipt thereof. Upon notice The delivery of such Proper Instructions and amended Exhibit which delete one or more Portfolios shall constitute a termination of this Agreement for any reason, Transfer Agent only with respect to such deleted Portfolio(s) and shall not affect the obligations of the Custodian and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of termination. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the other Portfolios set forth on Exhibit A, as amended from time to time. The Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any other Portfolioprovision of the Trust's Declaration of Trust.

Appears in 1 contract

Samples: Custodian Agreement (MFS Series Trust X)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for a term ending August 31, 2018 (120) days’ written notice to the other“Initial Term”). Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the other party, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon ’s termination of this AgreementAgreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust on behalf of a Portfolio, or applicable Portfolio shall pay the Transfer Agent its compensation due up through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the effective date of terminationTrust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon notice receipt of termination such payment and reimbursement, the Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement for paragraph in the event of any reason, Transfer Agent and transaction such as (a) the liquidation or dissolution of the Trust agree to provide their or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable cooperation to effect an orderly transition business judgment that the Trust or such Portfolio is no longer viable, (b) a merger of Transfer Agency's duties and responsibilities hereunder to the Trust or a new service provider selected Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Portfolio.

Appears in 1 contract

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

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Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for a term ending October 31, 2015 (120) days’ written notice to the other“Initial Term”). Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the other party, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust or any Portfolio, the Trust or applicable Portfolio shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, expenses and disbursements. In the event of: (i) the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon ’s termination of this AgreementAgreement with respect to the Trust or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust on behalf of a Portfolio, or applicable Portfolio shall pay the Transfer Agent its compensation due up through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent with respect to the effective date of terminationTrust or such Portfolio) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon notice receipt of termination such payment and reimbursement, the Transfer Agent will deliver the Trust’s or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this Agreement for paragraph in the event of any reason, Transfer Agent and transaction such as (a) the liquidation or dissolution of the Trust agree to provide their or a Portfolio and distribution of the Trust’s or Portfolio’s assets as a result of the Board’s determination in its reasonable cooperation to effect an orderly transition business judgment that the Trust or such Portfolio is no longer viable, (b) a merger of Transfer Agency's duties and responsibilities hereunder to the Trust or a new service provider selected Portfolio into, or the consolidation of the Trust of a Portfolio with, another entity, or (c) the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Portfolio.

Appears in 1 contract

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

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending August 31, 2024 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate , or (iii) based upon the termination, Trust’s determination that there is a reasonable basis to conclude that the Administrator is insolvent or that the financial condition of the Administrator is deteriorating in any material respect. Upon termination of this Agreement pursuant to this Section with respect to the Trust, the Trust shall pay the Administrator its compensation due and shall reimburse the Administrator for its costs, expenses and disbursements except, if termination is based on termination for a material breach of this Agreement coupled with the Global Custody Agreement dated as Administrator’s failure to meet its standard of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of care under this Agreement, the Trust on behalf of a Portfolio, shall pay the Transfer Agent its compensation due up to the effective date of termination. Upon notice of termination of this Agreement for less any reason, Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected losses or damages caused by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationevent. Termination of this Agreement with respect to any one particular Portfolio Trust shall in no way affect the rights and duties under this Agreement with respect to any other Trust. As soon as reasonably practicable following the termination or expiration of this Agreement, the Administrator agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust or any other Portfoliomay direct. If directed by the Trust, the Administrator will provide the services hereunder until a replacement administrator is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Administrator will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Administrator customarily charges for such assistance.

Appears in 1 contract

Samples: Administration Agreement (WisdomTree Bitcoin Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect for an initial term ending two (2) years from the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall continue in full force and effect until terminated by either party the Fund or the Custodian by giving one hundred twenty (120) days’ written notice an instrument in writing delivered to the otherother party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementAgreement pursuant to this paragraph with respect to any Fund or Portfolio, the Trust on behalf of a Portfolio, applicable Fund shall pay the Transfer Agent Custodian its compensation due up to and shall reimburse Custodian for its costs, expenses and disbursements. In the effective date of termination. Upon notice of event of: (i) any Fund’s termination of this Agreement with respect to such Fund or its Portfolio(s) for any reason, Transfer Agent and reason other than as set forth in the Trust agree immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Custodian is not retained to effect an orderly transition of Transfer Agency's duties and responsibilities continue providing services hereunder to a new service provider selected by Fund or Portfolio (or its respective successor), the Trust or to applicable Fund shall pay the Trust as soon as reasonably practicable. Such cooperation shall include Custodian its compensation due through the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration end of the services hereinthen-current term (based upon the average monthly compensation previously earned by Custodian with respect to such Fund or Portfolio) and shall reimburse the Custodian for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver such Fund’s or Portfolio’s securities and cash as set forth herein below. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund or a Portfolio and distribution of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services Fund’s or Portfolio’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the Board’s determination in its reasonable business judgment that the Fund or Portfolio is no longer viable (b) a merger of a Fund or Portfolio into, or the consolidation of a Fund or Portfolio with, another entity, or (c) the sale by a Fund or Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services herein to such Fund or Portfolio (or its respective successor) on substantially the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the same terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under as this Agreement on the date of notice of terminationAgreement. 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 14 and 15 and the indemnification obligations of Section 6 of this Agreement shall survive termination of this Agreement for any reason.

Appears in 1 contract

Samples: Master Custodian Agreement (Diamond Hill Funds)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending May 21, 2020 (120the "Initial Term"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a "Renewal Term") days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than sixty (60) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this AgreementAgreement without penalty: (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptablemutually agreed, within 30 days' written notice of such breachbreach unless the parties agree to extend such cure period, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the TrustTrust or any Portfolio, of the Global Custody Agreement dated as of December 14Fund shall pay Transfer Agent its compensation due and undisputed and shall reimburse Transfer Agent for its reasonable out-of-pocket expenses associated with such termination. Any extraordinary expenses under this sub­ paragraph for which the Transfer Agent seeks reimbursement must be pre-approved by the Trust in writing, 2006 between such approval shall not be unreasonably withheld. In the parties hereto, as amended from time to time. Upon event of: (i) the Fund's termination of this AgreementAgreement with respect to the Trust or its Portfolio(s) during the Initial Term for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust or a Portfolio (or its respective successor), the Trust on behalf of a Portfolio, Fund shall pay the Transfer Agent its compensation due up through the end of the Initial Term (based upon the average monthly compensation previously earned by Transfer Agent during the term with respect to the effective date of termination. Upon notice of termination of this Agreement for any reason, Trust or such Portfolio) and shall reimburse the Transfer Agent and for its reasonable expenses associated with such termination ("Termination Payment"). Any extraordinary expenses under this sub-paragraph for which the Transfer Agent seeks reimbursement must be pre-approved by the Fund in writing, such approval shall not be unreasonably withheld. Promptly upon the Fund's request, the Transfer Agent will deliver the Trust's or such Portfolio's records as set forth herein. Notwithstanding the foregoing, no Termination Payment will be required to be paid by the Fund in the event of any transaction such as (a) the liquidation or dissolution of the Trust agree to provide their or a Portfolio and distribution of the Trust's or Portfolio's assets as a result of the Board's determination in its reasonable cooperation to effect an orderly transition business judgment that the Trust or such Portfolio is no longer viable, (b) a merger of Transfer Agency's duties and responsibilities hereunder to the Trust or a new service provider selected Portfolio into, or the consolidation of the Trust or a Portfolio with, another entity, or (c) the sale by the Trust or a Portfolio of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Transfer Agent is retained to continue providing services to the Trust or such Portfolio (or its respective successor) on substantially the same terms as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationAgreement. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Portfolio. Notwithstanding the above, in the event of a for-cause termination of the Custodian Agreement, the Accounting Services Agreement, or the Administration Agreement between State Street and the Fund or the Trust, the Fund at any time may terminate this Agreement in whole or in part without penalty.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Principal Exchange-Traded Funds)

Effective Period and Termination. This Agreement shall remain in full force and effect until for an initial term ending on the second (2nd) anniversary of the date hereof (the “Initial Term”). During the Initial Term and thereafter, the Agreement may be terminated by either party by giving one hundred twenty (120) with respect to any Trust or Fund at any time, without the payment of any penalty, upon 60 days’ written notice notice, by the vote of a majority of the outstanding voting securities of such Trust or Fund, or by the vote of the Board of Trustees (the “Board”) of such Trust, or by any party to the other. Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this AgreementAgreement with respect to any Trust or Fund, the Trust on behalf of a Portfolio, or applicable Fund shall pay the Transfer Agent its compensation due up to for services rendered through such date, and shall reimburse the effective date of terminationTransfer Agent for its reasonable costs, expenses and disbursements. Upon notice termination of this Agreement, with respect to any Trust or Fund, and receipt of such payment and reimbursement, the Transfer Agent will deliver such Trust’s or Fund’s records, as applicable, as set forth herein. In the event of termination of this Agreement for any reasonAgreement, the Transfer Agent and shall reasonably assist with the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities services hereunder to a new service provider selected by the Trust or to the Trust as soon Transfer Agent as reasonably practicablerequested by such Trust. Such cooperation Each Trust shall include pay the development Transfer Agent its compensation due through the end of such transition period, if any, and implementation by shall reimburse the parties of a mutually-agreed conversion plan Transfer Agent for the orderly migration of the services hereinits costs, expenses and disbursements. For the purpose avoidance of successful migration doubt, however, no payment will be required pursuant to this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Trust or Fund and distribution of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services Trust’s or Funds assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon determination by the partiesBoard in its reasonable business judgment that such Trust or Fund is no longer viable, applicable (b) a merger of a Trust or Fund into, or the consolidation of a Trust or Fund with, another entity, or (c) the sale by a Trust or Fund of all, or substantially all, of its assets to the performance of the services under this Agreement on the date of notice of terminationanother entity. Termination of this Agreement with respect to any one particular Portfolio Fund shall in no way affect the rights and duties under this Agreement with respect to the any other Trust or any other PortfolioFund.

Appears in 1 contract

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

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending March 31, 2019 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate , or (iii) based upon the termination, with respect Trust’s determination that there is a reasonable basis to conclude that the Trust, Administrator is insolvent or that the financial condition of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to timeAdministrator is deteriorating in any material respect. Upon termination of this AgreementAgreement pursuant to this Section with respect to the Trust or a Fund, the Trust on behalf of a Portfolio, shall pay the Transfer Agent Administrator its compensation due up to and shall reimburse the effective date of termination. Upon notice of Administrator for its costs, expenses and disbursements except, if termination is based on termination for a material breach of this Agreement for any reason, Transfer Agent and coupled with the Trust agree Administrator’s failure to provide their reasonable cooperation to effect an orderly transition meet its standard of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services care under this Agreement on the date of notice of terminationAgreement, less any losses or damages caused by such event. Termination of this Agreement with respect to any one particular Portfolio Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other PortfolioFund. As soon as reasonably practicable following the termination or expiration of this Agreement, the Administrator agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust may direct. If directed by the Trust, the Administrator will provide the services hereunder until a replacement administrator is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Administrator will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Administrator customarily charges for such assistance.

Appears in 1 contract

Samples: Administration Agreement (WisdomTree Trust)

Effective Period and Termination. This Agreement shall remain become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event mutual agreement of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionparties hereto. This Agreement shall automatically terminate continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to the Fund, such termination to take effect not sooner than 60 days after the date of such delivery; (b) termination by the Trust by an instrument in writing delivered or mailed to the Custodian, such termination to take effect no sooner than 60 days after the date of such delivery; or (c) termination by the Trust by written notice delivered to the Custodian, based upon such Trust's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the terminationCustodian's receipt of such notice or at such later time as such Trust shall designate. In the event of termination pursuant to this Section by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Trust, Terminating Fund setting forth such fees and expenses. The termination of a Fund pursuant to this Section shall constitute a termination of this Agreement only with respect to such Fund and shall not affect the obligations of the Global Custody Agreement dated as of December 14, 2006 between Custodian and the parties heretoother Funds set forth in Exhibit A, as amended from time to time. Upon This Agreement may be terminated as to one or more of the Trust's Funds (but less than all of its Funds) by delivery of Proper Instructions and amended Exhibit A deleting such Funds, in which case termination of this Agreement, as to such deleted Funds shall take effect 60 days after the Trust on behalf of a Portfolio, shall pay the Transfer Agent its compensation due up to the effective date of terminationthe Custodian's receipt thereof. Upon notice The delivery of such Proper Instructions and amended Exhibit which delete one or more Funds shall constitute a termination of this Agreement for any reason, Transfer Agent only with respect to such deleted Fund(s) and shall not affect the obligations of the Custodian and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of termination. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the other Funds set forth on Exhibit A, as amended from time to time. The Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any other Portfolioprovision of the Trust's Declaration of Trust.

Appears in 1 contract

Samples: Related Services Agreement (MFS Series Trust XII)

Effective Period and Termination. This Agreement shall remain in full force and effect until for an initial term ending on the second (2nd) anniversary of the date hereof (the “Initial Term”). During the Initial Term and thereafter, the Agreement may be terminated at any time with respect to any Trust or Fund, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of such Trust or Fund, or by the vote of the Board or by either party by giving one hundred twenty (120) days’ written notice to the other. Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision . Upon termination of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate upon the termination, with respect to any Trust or Fund, the TrustAdministrator shall pay Sub-Administrator its compensation due for services rendered through such date, of the Global Custody Agreement dated as of December 14and shall reimburse Sub-Administrator for its reasonable costs, 2006 between the parties hereto, as amended from time to timeexpenses and disbursements. Upon termination of this Agreement, with respect to any Trust or Fund, and receipt of payments due, the Trust on behalf of a PortfolioSub-Administrator will deliver such Trust’s or Fund’s, shall pay as applicable, records as set forth herein. In the Transfer Agent its compensation due up to the effective date of termination. Upon notice event of termination of this Agreement for any reasonAgreement, Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly Sub-Administrator shall reasonably assist with the transition of Transfer Agency's duties and responsibilities services hereunder to a new service provider selected Sub-Administrator as reasonably requested by the Trust Administrator or to a Trust. The Administrator shall pay the Trust as soon as reasonably practicable. Such cooperation Sub-Administrator its compensation due through the end of such transition period, if any, and shall include the development reimburse Sub-Administrator for its reasonable costs, expenses and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services hereindisbursements during such period. For the purpose avoidance of successful migration doubt, however, no payment will be required pursuant to this paragraph in the event of any transaction such as (a) the liquidation or dissolution of any Trust or Fund and distribution of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services Trust’s or Fund’s assets as the parties in good faith agree are reasonably necessary to facilitate the orderly transition a result of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon determination by the partiesBoard of such Trust in its reasonable business judgment that a Trust or Fund is no longer viable, applicable (b) a merger of a Trust or Fund into, or the consolidation or combination of a Trust or Fund with, another entity, or (c) the sale by a Trust or Fund of all, or substantially all, of its assets to the performance of the services under this Agreement on the date of notice of terminationanother entity. Termination of this Agreement with respect to any one particular Portfolio Trust or Fund shall in no way affect the rights and duties under this Agreement with respect to the any other Trust or any other PortfolioFund.

Appears in 1 contract

Samples: Master Sub Administration Agreement (Carlyle Select Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving for an initial term November 4, 2024 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one hundred twenty (1201) days’ year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice being given by the non-breaching party of such breach, (ii) in the event there are consistent breaches of established parameters in mutually agreed upon written service level agreement, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or at the direction of such party’s regulators. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust, of the Global Custody Agreement dated as of December 14Trust shall pay Transfer Agent its compensation due and shall reimburse Transfer Agent for its costs, 2006 between expenses and disbursements. In the parties hereto, as amended from time to time. Upon event of: (i) the Trust’s termination of this AgreementAgreement for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Transfer Agent is not retained to continue providing services hereunder to the Trust (or its respective successor), the Trust on behalf of a Portfolio, shall pay the Transfer Agent its compensation due up to through the effective date end of termination. Upon notice of termination of this Agreement for any reason, the then-current term (based upon the average monthly compensation previously earned by Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of termination. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust for the previous twelve (12) month period) and shall reimburse the Transfer Agent for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Transfer Agent will deliver the Trust’s records as set forth herein. For the 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 any other Portfoliodissolution of the Trust and distribution of the Trust’s assets as a result of the Board’s determination in its reasonable business judgment that the Trust shall be liquidated or dissolved, (b) a merger of the Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by the Trust of all, or substantially all, of its assets to another entity.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (VanEck Bitcoin Trust)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending December 31, 2023 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Upon termination of this Agreement shall automatically terminate upon the termination, pursuant to this paragraph with respect to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this Agreement, the Trust on behalf of a Portfolio, shall pay the Transfer Agent Administrator its compensation due up to and shall reimburse Administrator for its costs, expenses and disbursements. Either party may, in its discretion, terminate this Agreement for any reason by giving the effective date other party at least ninety (90) days prior written notice of termination. Upon notice of In the event of: (i) the Trust’s termination of this Agreement for any reason, Transfer Agent and reason other than as set forth in the Trust agree immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to provide their reasonable cooperation which the Administrator is not retained to effect an orderly transition of Transfer Agency's duties and responsibilities continue providing services hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation (or its successor), the Trust shall include pay the development and implementation by Administrator its compensation due through the parties effective termination date of a mutually-agreed conversion plan this Agreement (prorated for the orderly migration current year through the effective termination date based upon the average monthly compensation previously earned by Administrator with respect to the Trust) and shall reimburse the Administrator for its costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the services Administrator will deliver the Trust’s records as set forth herein. For the purpose avoidance of successful migration doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such services, as (a) the parties may agree to have this Agreement remain in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition liquidation or dissolution of the services herein to the successor service provider or to Trust and distribution of the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment ’s assets as a result of the fees and charges Board’s determination to be mutually agreed upon liquidate the Trust (b) a merger of the Trust into, or the consolidation of the Trust with, another entity, or (c) the sale by the partiesTrust of all, applicable to the performance or substantially all, of the Trust’s assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services under this Agreement on the date of notice of termination. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to the Trust (or any other Portfolioits successor) on substantially the same terms as this Agreement.

Appears in 1 contract

Samples: Administration Agreement (JPMorgan Private Markets Fund)

Effective Period and Termination. This Agreement shall remain in full force and effect until terminated by either party by giving one hundred twenty for an initial term ending August 31, 2024 (120the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) days’ unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the otherexpiration of the Initial Term or any Renewal Term, as the case may be. Either During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within 30 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. This Agreement shall automatically terminate , or (iii) based upon the termination, with respect Trust’s determination that there is a reasonable basis to the Trust, of the Global Custody Agreement dated as of December 14, 2006 between the parties hereto, as amended from time to time. Upon termination of this Agreement, the Trust on behalf of a Portfolio, shall pay conclude that the Transfer Agent its compensation due up to is insolvent or that the effective date financial condition of termination. Upon notice of termination of this Agreement for any reason, the Transfer Agent and the Trust agree to provide their reasonable cooperation to effect an orderly transition of Transfer Agency's duties and responsibilities hereunder to a new service provider selected by the Trust or to the Trust as soon as reasonably practicable. Such cooperation shall include the development and implementation by the parties of a mutually-agreed conversion plan for the orderly migration of the services herein. For the purpose of successful migration of such services, the parties may agree to have this Agreement remain is deteriorating in effect for an additional period after the termination date (the "Extension Period"). During the Extension Period, Transfer Agent shall perform such services as the parties in good faith agree are reasonably necessary to facilitate the orderly transition of the services herein to the successor service provider or to the Trust. Any such services shall be provided by Transfer Agency under the terms and conditions, and subject to payment of the fees and charges to be mutually agreed upon by the parties, applicable to the performance of the services under this Agreement on the date of notice of terminationany material respect. Termination of this Agreement with respect to any one particular Portfolio Trust shall in no way affect the rights and duties under this Agreement with respect to the Trust. As soon as reasonably practicable following the termination or expiration of this Agreement, the Transfer Agent agrees to transfer such records and related supporting documentation as are held by it under this Agreement to any replacement provider of the services or to such other person as the Trust or any other Portfoliomay direct. If directed by the Trust, the Transfer Agent will provide the services hereunder until a replacement transfer agent is in place, for a reasonable period of time up to nine (9) months, subject to the terms of this Agreement, including compensation. The Transfer Agent will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Transfer Agent customarily charges for such assistance.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (WisdomTree Bitcoin Fund)

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