Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Company, the Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor), the Company shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 4 contracts
Sources: Custodian Agreement (FS Energy & Power Fund II), Custodian Agreement (FS Energy & Power Fund II), Custodian Agreement (FS Investment Corp III)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 one (1) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companya Fund, the Company such Fund shall pay Custodian the Transfer Agent its compensation due from such Fund through the date of termination in accordance with the terms of this Agreement and shall reimburse Custodian the Transfer Agent for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. In the event of: (i) a Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Transfer Agent is not retained to continue providing services hereunder to the Company a Fund (or its respective successor), the Company such Fund shall pay the Custodian Transfer Agent its compensation due from such Fund through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent in the Custodian hereunderprior twelve month rolling period with respect to such Fund) in accordance with the terms of this Agreement and shall reimburse the Custodian Transfer Agent for its reasonable costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination. Upon receipt of such payment and reimbursementtermination, the Custodian Transfer Agent will deliver such Fund’s records in accordance with Section 9.3 of this Agreement and the Company’s securities and cash as set forth hereinfund will immediately effect payment of any payments of reimbursement due to the Transfer Agent. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund into, or the consolidation of the Company with, a Fund with another entity, or (c) the sale by the Company a Fund of all, all or substantially all, all of the Company’s its assets to another entity, or the liquidation or dissolution of a Fund and distribution of such Fund’s assets, in each of (b) and (c) case where the Custodian Transfer Agent is retained to continue providing services to the Company such Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Fund shall survive termination of in no way affect the rights and duties under this Agreement for with respect to any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties heretoother Fund.
Appears in 4 contracts
Sources: Transfer Agency and Service Agreement (Global Equity Long/Short Master Fund), Transfer Agency and Service Agreement (Global Equity Long/Short Master Fund), Transfer Agency and Service Agreement (Morgan Creek Global Equity Long/Short Institutional Fund)
Effective Period, Termination and Amendment. This Agreement shall become effective on the date of its execution and shall remain in full force and effect for an initial term ending November 14, 2016 a period of five (5) years from the effective date (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew may be extended for successive onetwo-year terms (each, a “Renewal Term”) unless ), subject to review and approval by the Fund’s Board of Trustees or Directors. To terminate the Agreement, a written notice of non-renewal is must be delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or ninety (90) days prior to the date of termination during any Renewal Term, as the case may be. During the Initial Term and thereafter, either party a Fund or the Custodian may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or ; (ii) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the event conduct of its business; or (iii) financial difficulties on the part of the appointment party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a conservator voluntary or receiver for involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other party or upon the happening than said Title 11, of a like event any jurisdiction relating to the other party at liquidation or reorganization of debtors or to the direction modification or alteration of an appropriate agency or court the rights of competent jurisdictioncreditors. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In During the Initial Term of the Agreement, in the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or one or more of its Portfolios for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund or Portfolio(s) (or its respective successor), then (a) if such termination occurs during the Company first three years of the Initial Term, the applicable Fund or Portfolio(s), as the case may be, shall pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned since the beginning of the Initial Term by Custodian with respect to such Fund or Portfolio(s), as the Custodian hereunder) case may be, and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsdisbursements as provided in the Agreement and (b) if such termination occurs during years four and five of the Initial Term, the terminating Fund or Portfolio, as the case may be, shall pay the Custodian its portion of a flat rate termination fee agreed upon by the parties. The portion of the flat rate termination fee payable by such terminating Fund or Portfolio(s) shall be pro rated based upon such terminating Fund’s or Portfolio’s total net assets. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinherein below. For the avoidance of doubt, during the Initial Term, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund or one or more of its Portfolio(s) into, or the consolidation of the Company a Fund or one or more of its Portfolio(s) with, another entity, or (c) the sale by the Company a Fund or one or more of its Portfolio(s) of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) case where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement, or in the event of a liquidation or dissolution of a Fund or one or more of its Portfolio(s) and distribution of such Fund’s or Portfolio’s assets. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect any other Fund’s or Portfolio’s rights and duties under this Agreement. The provisions of Sections 134.11, 1416 (as to amounts due up until the termination), 15 17 and 19.9 21.12 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 4 contracts
Sources: Master Custodian Agreement (Aberdeen Standard Global Infrastructure Income Fund), Master Custodian Agreement (Aberdeen Income Credit Strategies Fund), Master Custodian Agreement (Aberdeen Greater China Fund, Inc.)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 1 year from date of the Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyparagraph, the Company Trust shall pay Custodian the Administrator its compensation due and shall reimburse Custodian the Administrator for its costs, expenses and disbursements. In the event of: (i) a the Trust's termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to the Company Trust (or its successor), the Company Trust shall pay the Custodian Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderAdministrator with respect to the Trust) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) a merger of the Trust or the consolidation of the Trust with another entity, the sale by the Trust of all or substantially all of its assets to another entity, or the liquidation or dissolution of the Company Trust and distribution of the CompanyTrust’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entityassets, in each of (b) and (c) case where the Custodian Administrator is retained to continue providing services to the Company Trust (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 4 contracts
Sources: Administration Agreement (Morgan Creek Global Equity Long/Short Institutional Fund), Administration Agreement (Global Equity Long/Short Master Fund), Administration Agreement (Morgan Creek Global Equity Long/Short Institutional Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyparagraph, the Company Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a the Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to the Custodian hereunder) Fund and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyFund’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, viable (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 3 contracts
Sources: Custodian Agreement (Clough Global Equity Fund), Custodian Agreement (Clough Global Dividend & Income Fund), Custodian Agreement (Principal Real Estate Income Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) years after the date first set forth above (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyTrust or any Fund, the Company Trust or applicable Fund shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursements. In the event of: (i) a the Trust’s termination of this Agreement by with respect to the Company 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 Custodian Administrator is not retained to continue providing services hereunder to the Company Trust or a Fund (or its respective successor), the Company Trust or applicable Fund shall pay the Custodian Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Custodian hereunderTrust or such Fund) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Administrator will deliver the CompanyTrust’s securities and cash 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 as (a) the liquidation or dissolution of the Company Trust or a Fund and distribution of the CompanyTrust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Trust or such Fund is no longer viable, viable (b) a merger of the Company Trust or a Fund into, or the consolidation of the Company Trust or a Fund with, another entity, or (c) the sale by the Company Trust or a Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian Administrator is retained to continue providing services to the Company Trust or such Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Fund shall survive termination of in no way affect the rights and duties under this Agreement for with respect to the Trust or any reasonother Fund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 3 contracts
Sources: Administration Agreement (SSgA Master Trust), Administration Agreement (SSgA Active ETF Trust), Administration Agreement (SSgA Master Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 1 year from date of the Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyparagraph, the Company Client shall pay Custodian State Street its compensation due and shall reimburse Custodian State Street for its costs, expenses and disbursements. In the event of: (i) a the Client's termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian State Street is not retained to continue providing services hereunder to the Company Client (or its successor), the Company Client shall pay the Custodian State Street its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by State Street with respect to the Custodian hereunderClient) and shall reimburse the Custodian State Street for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) a merger of the Client or the consolidation of the Client with another entity, the sale by the Client of all or substantially all of its assets to another entity, or the liquidation or dissolution of the Company Client and distribution of the CompanyClient’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entityassets, in each of (b) and (c) case where the Custodian State Street is retained to continue providing services to the Company Client (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular fund shall survive termination of in no way affect the rights and duties under this Agreement for with respect to the Client or any reasonother fund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 3 contracts
Sources: Analytics Reporting Services Agreement (Global Equity Long/Short Master Fund), Analytics Reporting Services Agreement (Morgan Creek Global Equity Long/Short Fund), Analytics Reporting Services Agreement (Morgan Creek Global Equity Long/Short Institutional Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (eachcontinue in full force and effect until terminated by either party by an instrument in writing specifying the date of such termiantion, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term or any Renewal Term, as the case may besuch notice. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund's termination of this Agreement by during the Company Initial Term with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 3 contracts
Sources: Master Custodian Agreement (X-Square Series Trust), Master Custodian Agreement (ALPS ETF Trust), Master Custodian Agreement (Elevation ETF Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14December 12, 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursementswith respect to such Fund or Portfolio). Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a fund or Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. For the avoidance of doubt, the Fund shall have the right to terminate this agreement upon written notice to the Custodian provided it reimburses the Custodian in the manner set forth above. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 15 15, 18.12 and 19.9 18.16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 3 contracts
Sources: Master Custodian Agreement (Blackstone Real Estate Income Master Fund), Master Custodian Agreement (Blackstone Real Estate Income Fund II), Master Custodian Agreement (Blackstone Real Estate Income Fund)
Effective Period, Termination and Amendment. This The Original Agreement remained in full force and effect for an initial 2-year term. With respect to J▇▇▇▇▇▇ Credit Opportunities Fund only, this Agreement shall remain in full force and effect for an initial 2-year term ending November 14September 30, 2016 2025 (the “Initial Term”). After the expiration of During the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by either J▇▇▇▇▇▇ Credit Opportunities Fund or the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party Custodian may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyJ▇▇▇▇▇▇ Credit Opportunities Fund, the Company J▇▇▇▇▇▇ Credit Opportunities Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Information Classification: Limited Access In the event of: (i) a J▇▇▇▇▇▇ Credit Opportunities Fund’s termination of this Agreement by prior to the Company end of the Initial Term with respect to J▇▇▇▇▇▇ Credit Opportunities Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company J▇▇▇▇▇▇ Credit Opportunities Fund (or its respective successor), the Company J▇▇▇▇▇▇ Credit Opportunities Fund shall pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to J▇▇▇▇▇▇ Credit Opportunities Fund) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyJ▇▇▇▇▇▇ Credit Opportunities Fund’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company J▇▇▇▇▇▇ Credit Opportunities Fund and distribution of the CompanyJ▇▇▇▇▇▇ Credit Opportunities Fund’s assets as a result of the Board’s trustees’ determination in its their reasonable business judgment that the Company J▇▇▇▇▇▇ Credit Opportunities Fund is no longer viable, (b) a merger of the Company J▇▇▇▇▇▇ Credit Opportunities Fund into, or the consolidation of the Company J▇▇▇▇▇▇ Credit Opportunities Fund with, another entity, or (c) the sale by the Company J▇▇▇▇▇▇ Credit Opportunities Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company J▇▇▇▇▇▇ Credit Opportunities Fund (or its respective successor) on substantially the same terms as this Agreement. After the Initial Term outlined hereinabove has been satisfied, the following language in this Section 18 shall apply with respect to J▇▇▇▇▇▇ Credit Opportunities Fund. Except as provided in the preceding three paragraphs with respect to the J▇▇▇▇▇▇ Credit Opportunities Fund, this Agreement shall continue in full force and effect until terminated as hereinafter provided. The Agreement may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing. Notwithstanding the foregoing, this Agreement may be terminated at any time upon mutual written agreement of the parties hereto. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 15 16 and 19.9 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.”
4) The following language is hereby added as Section 21 to the Agreement:
Appears in 3 contracts
Sources: Master Custodian Agreement (PPM Funds), Master Custodian Agreement (JNL Investors Series Trust), Master Custodian Agreement (JNL Series Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 1418, 2016 2013 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Term. During a Renewal Term, as a party may terminate this Agreement by delivering a written notice of termination to the case may beother party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: (i) by mutual written agreement of the parties, (ii) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyTrusts or any Fund, the Company applicable Trust or applicable Fund shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursements. In the event of: (i) a any Trust’s termination of this Agreement by the Company with respect to such 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 Custodian Administrator is not retained to continue providing services hereunder to the Company a Trust or a Fund (or its respective successor), the Company applicable Trusts or Funds shall pay the Custodian Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderAdministrator with respect to such Trust or Fund) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Administrator will deliver the Companysuch Trust’s securities and cash 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 as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company Trust or a Fund into, or the consolidation of the Company a Trust or a Fund with, another entity, or (c) the sale by the Company a Trust or a Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) case where the Custodian Administrator is retained to continue providing services to the Company such Trust or Fund (or its respective successor) on substantially the same terms as this Agreement, or the liquidation or dissolution of a Trust or a Fund and distribution of such Trust’s or Fund’s assets. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Trust or Fund shall survive termination of in no way affect the rights and duties under this Agreement for with respect to any reasonother Trust or Fund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 3 contracts
Sources: Administration Agreement (Alpine Income Trust), Administration Agreement (Alpine Series Trust), Administration Agreement (Alpine Equity Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 one year from the Effective Date (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction, except, the Custodian may terminate this Agreement upon no less than thirty (30) days’ written notice to the Company if the Custodian determines that the Company does not satisfy the Custodian’s know your customer/anti-money laundering compliance policies which are designed to implement requirements under applicable law. Upon termination of this Agreement pursuant to this paragraph with respect to the Company, the Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. Information Classification: Limited Access In the event of: (i) a termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor), the Company shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 3 contracts
Sources: Custodian Agreement (New FS Specialty Lending Fund), Custodian Agreement (New FS Specialty Lending Fund), Custodian Agreement (KKR FS Income Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 1418, 2016 2013 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Term. During a Renewal Term, as a party may terminate this Agreement by delivering a written notice of termination to the case may beother party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: (i) by mutual written agreement of the parties, (ii) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) case where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 3 contracts
Sources: Master Custodian Agreement (Alpine Series Trust), Master Custodian Agreement (Alpine Income Trust), Master Custodian Agreement (Alpine Equity Trust)
Effective Period, Termination and Amendment. (a) This Agreement shall remain become effective as of its execution and shall continue in full force and effect for an initial term ending November 14of four (4) years from the date hereof, 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement and shall automatically renew for successive one-additional consecutive three (3) year terms terms, unless either party gives one hundred eighty (each180) days’ prior written notice to the other of its intent not to renew. If this Agreement is terminated (the effective date of such termination being referred to as the “Termination Date”), the Custodian shall, at the reasonable request of the Funds, and subject to the consent of the Custodian (which consent shall not be unreasonably withheld or delayed), continue to provide services hereunder for a period (the “Renewal TermExtension Period”) unless a written notice of non-renewal is delivered by the non-renewing party no later than not to exceed ninety (90) days from the Termination Date, and the compensation payable to the Custodian for its services and expenses during such Extension Period shall not exceed one hundred and five percent (105%) (per annum) of the compensation last agreed upon by each Fund and the Custodian and in effect immediately prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: Termination Date.
(ib) in In the event of the other party’s material breach of a material provision of this Agreement that the other party has failed to establish a remedial plan to cure that Agreement is reasonably acceptable, within forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph terminated by any Fund with respect to a Portfolio (the Company“Terminating Fund”), other than for cause, with respect to such Terminating Fund prior to the Company shall pay four (4) year anniversary of the date hereof (the “Anniversary Date”), and the Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a termination of has not terminated either this Agreement by the Company for with respect to such Terminating Fund or any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business agreement pursuant to which the Custodian is not retained provides fund accounting services relative to continue providing services hereunder such Terminating Fund, the Terminating Fund shall pay to the Company Custodian, in lieu of any other fees, expenses, termination penalties, damages or other amounts (or its successorexcept as identified in paragraph (c) below), an early termination fee equal to the Company shall pay present value, using a discount rate of seven percent (7%), compounded annually, of the remaining fees which would have been due by the Terminating Fund to the Custodian its compensation due through for the end of period from the then-current term Termination Date until the Anniversary Date if the Agreement had not been terminated (based upon the “Remaining Fees”) which Remaining Fees shall be determined using the average monthly compensation previously for its services (prior to the application of any earnings credits) earned by the Custodian hereunderhereunder with respect to such Terminating Fund during the 12-month period (or if shorter, such lesser period of time) and shall reimburse preceding such Termination Date (the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein“Early Termination Fee”). For the avoidance of doubt, no payment Terminating Fund will be required pursuant to clause make any such Early Termination Fee payment (iiother than as set forth in paragraph (e) below) if this Agreement is terminated on or after the Anniversary Date or by the Terminating Funds for cause at any time.
(c) Notwithstanding the provisions of this paragraph (b) above, no Early Termination Fee shall be payable in the event of any transaction such as (aeach, a “Liquidation, Merger or Consolidation Event”) the liquidation that a Fund or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Portfolio is no longer viable, (bi) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.liquidated; or
Appears in 3 contracts
Sources: Master Custodian Agreement (Putnam Multi-Cap Growth Fund), Master Custodian Agreement (Putnam Global Utilities Fund), Master Custodian Agreement (Putnam Europe Equity Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (eachcontinue in full force and effect until terminated by either party by an instrument in writing specifying the date of such termiantion, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term or any Renewal Term, as the case may besuch notice. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by during the Company Initial Term with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (Sprott ETF Trust), Master Custodian Agreement (ALPS ETF Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 1 year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companya Fund, the Company such Fund shall pay Custodian the Administrator its compensation due from such Fund through the date of termination in accordance with the terms of this Agreement and shall reimburse Custodian the Administrator for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. In the event of: (i) a Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to the Company a Fund (or its respective successor), the Company such Fund shall pay the Custodian Administrator its compensation due from such Fund through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator in the Custodian hereunderprior twelve month rolling period with respect to such Fund) in accordance with the terms of this Agreement and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination. Upon receipt of such payment and reimbursementtermination, the Custodian Administrator will deliver such Fund’s records in accordance with Section 11 of this Agreement and the Company’s securities and cash as set forth hereinFund will immediately effect payment of any payments or reimbursement due to the Administrator. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund into, or the consolidation of the Company a Fund with, another entity, or (c) the sale by the Company a Fund of all, or substantially all, of the Company’s its assets to another entity, or the liquidation or dissolution of a Fund and distribution of such Fund’s assets, in each of (b) and (c) case where the Custodian Administrator is retained to continue providing services to the Company such Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Fund shall survive termination of in no way affect the rights and duties under this Agreement for with respect to any reasonother Fund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Administration Agreement (Ironwood Institutional Multi-Strategy Fund LLC), Administration Agreement (Ironwood Multi-Strategy Fund LLC)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14January 31, 2016 2011 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund into, or the consolidation of the Company a Fund with, another entity, or (c) the sale by the Company a Fund of all, or substantially all, of the Company’s its assets to another entity, or the liquidation or dissolution of a Fund and distribution of such Fund’s assets, in each of (b) and (c) case where the Custodian is retained to continue providing services to the Company such Fund (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. The provisions of Sections 13, 148, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (Transamerica Series Trust), Master Custodian Agreement (Transamerica Funds)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 one year from the date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. [In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each of (b) and (c) case where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this AgreementAgreement.][Open for business-level discussion] Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. The provisions of Sections 13, 14, 15 4.11,15,16 and 19.9 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.,
Appears in 2 contracts
Sources: Master Custodian Agreement (Morgan Creek Global Equity Long/Short Fund), Master Custodian Agreement (Morgan Creek Global Equity Long/Short Institutional Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 1 year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companya Fund, the Company such Fund shall pay Custodian the Transfer Agent its compensation due from such Fund through the date of termination in accordance with the terms of this Agreement and shall reimburse Custodian the Transfer Agent for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. In the event of: (i) a Fund's termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Transfer Agent is not retained to continue providing services hereunder to the Company a Fund (or its respective successor), the Company such Fund shall pay the Custodian Transfer Agent its compensation due from such Fund through the end of the then-current term (based upon the average monthly compensation previously earned by Transfer Agent in the Custodian hereunderprior twelve month rolling period with respect to such Fund) in accordance with the terms of this Agreement and shall reimburse the Custodian Transfer Agent for its reasonable costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination. Upon receipt of such payment and reimbursementtermination, the Custodian Transfer Agent will deliver such Fund’s records in accordance with Section 9.3 of this Agreement and the Company’s securities and cash as set forth hereinfund will immediately effect payment of any payments of reimbursement due to the Transfer Agent. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund into, or the consolidation of the Company with, a Fund with another entity, or (c) the sale by the Company a Fund of all, all or substantially all, all of the Company’s its assets to another entity, or the liquidation or dissolution of a Fund and distribution of such Fund’s assets, in each of (b) and (c) case where the Custodian Transfer Agent is retained to continue providing services to the Company such Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Fund shall survive termination of in no way affect the rights and duties under this Agreement for with respect to any reasonother Fund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Ironwood Multi-Strategy Fund LLC), Transfer Agency and Service Agreement (Ironwood Institutional Multi-Strategy Fund LLC)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 on the two-year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements for which the Custodian is entitled to reimbursement hereunder. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian and Fund Accounting Services Agreement (Avenue Income Credit Strategies Fund), Master Custodian and Fund Accounting Services Agreement (Avenue Mutual Funds Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14_________, 2016 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companya Fund, the Company such Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its costs, expenses and disbursements. In the event of: (i) a Fund's termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund (or its respective successor), the Company such Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s securities and cash records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund and distribution of the Companysuch Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company such Fund is no longer viable, (b) a merger of the Company a Fund into, or the consolidation of the Company with, a Fund with another entity, or (c) the sale by the Company a Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 1415, 15 16 and 19.9 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (Private Advisors Alternative Strategies Master Fund), Master Custodian Agreement (Private Advisors Alternative Strategies Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 one year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund's termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (Morgan Creek Series Trust), Master Custodian Agreement (Morgan Creek Series Trust)
Effective Period, Termination and Amendment. This Agreement Contract shall remain in full force and effect for an initial term ending November 14December 31, 2016 2011 (the “Initial Term”). After the expiration of the Initial Term, and thereafter shall automatically continue in full force and effect unless either party terminates this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a by written notice of non-renewal is delivered by to the non-renewing other party no later than ninety (90) at least 120 days prior to the expiration date of the Initial Term or any Renewal Term, as the case may betermination. During the Initial Term and thereafter, either party may terminate this AgreementContract: (i) in the event of the other party’s material breach of a material provision of this Agreement Contract that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement Contract pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In During the Initial Term, in the event of: (i) a any Fund’s termination of this Agreement by the Company Contract with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets, in each of (b) and (c) case where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this AgreementContract. Termination of this Contract with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Contract with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 15 12 and 19.9 13 of this Agreement Contract shall survive termination of this Agreement Contract for any reason. This Agreement Contract may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Contract (Russell Investment Funds), Master Custodian Contract (Russell Investment Co)
Effective Period, Termination and Amendment. (a) This Agreement shall remain become effective as of its execution and shall continue in full force and effect for an initial term ending November 14of four (4) years from the date hereof, 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement and shall automatically renew for successive one-additional consecutive three (3) year terms terms, unless either party gives one hundred eighty (each, a “Renewal Term”180) unless a days’ prior written notice to the other of non-renewal its intent not to renew. If this Agreement is delivered by terminated (the non-renewing party no later than effective date of such termination being referred to as the “Termination Date”), the Custodian shall, at the reasonable request of the Funds, and subject to the consent of the Custodian (which consent shall not be unreasonably withheld or delayed), continue to provide services hereunder for a period (the “Extension Period” ) not to exceed ninety (90) days from the Termination Date, and the compensation payable to the Custodian for its services and expenses during such Extension Period shall not exceed one hundred and five percent (105%) (per annum) of the compensation last agreed upon by each Fund and the Custodian and in effect immediately prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: Termination Date.
(ib) in In the event of the other party’s material breach of a material provision of this Agreement that the other party has failed to establish a remedial plan to cure that Agreement is reasonably acceptable, within forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph terminated by any Fund with respect to a Portfolio (the Company“Terminating Fund”), other than for cause, with respect to such Terminating Fund prior to the Company shall pay four (4) year anniversary of the date hereof (the “Anniversary Date”), and the Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a termination of has not terminated either this Agreement by the Company for with respect to such Terminating Fund or any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business agreement pursuant to which the Custodian is not retained provides fund accounting services relative to continue providing services hereunder such Terminating Fund, the Terminating Fund shall pay to the Company Custodian, in lieu of any other fees, expenses, termination penalties, damages or other amounts (or its successorexcept as identified in paragraph (c) below), an early termination fee equal to the Company shall pay present value, using a discount rate of seven percent (7%), compounded annually, of the remaining fees which would have been due by the Terminating Fund to the Custodian its compensation due through for the end of period from the then-current term Termination Date until the Anniversary Date if the Agreement had not been terminated (based upon the “Remaining Fees”) which Remaining Fees shall be determined using the average monthly compensation previously for its services (prior to the application of any earnings credits) earned by the Custodian hereunderhereunder with respect to such Terminating Fund during the 12-month period (or if shorter, such lesser period of time) and shall reimburse preceding such Termination Date (the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein“Early Termination Fee”). For the avoidance of doubt, no payment Terminating Fund will be required pursuant to clause make any such Early Termination Fee payment (iiother than as set forth in paragraph (e) below) if this Agreement is terminated on or after the Anniversary Date or by the Terminating Funds for cause at any time.
(c) Notwithstanding the provisions of this paragraph (b) above, no Early Termination Fee shall be payable in the event of any transaction such as (aeach, a “Liquidation, Merger or Consolidation Event”) the liquidation that a Fund or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Portfolio is no longer viable, (bi) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.liquidated; or
Appears in 2 contracts
Sources: Master Custodian Agreement (Putnam RetirementReady Funds), Master Custodian Agreement (Putnam Multi-Cap Growth Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) years from the date hereof (the “Initial Term”"INITIAL TERM"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”"RENEWAL TERM") unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ ' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Additionally, any Fund may terminate this Agreement solely with respect to such Fund, on ninety days written notice to the Custodian, if the Fund determines in its reasonable discretion that a successor custodian would be in the best interests of such Fund and its shareholders. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and owing, and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund's termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s such Fund's or Portfolio's securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a fund or Portfolio and distribution of the Company’s such Fund's or Portfolio's assets as a result of the Board’s 's determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (KP Funds), Master Custodian Agreement (KP Funds)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14May 7, 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsdisbursements and reasonable counsel fees. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a fund or Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. For the avoidance of doubt, the Fund shall have the right to terminate this agreement upon written notice to the Custodian provided it reimburses the Custodian in the manner set forth above. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 15 15, 18.12 and 19.9 18.16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Custody Agreement, Master Custodian Agreement (Blackstone Alternative Investment Funds)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14December 31, 2016 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-one (1) year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (Artio Global Investment Funds), Master Custodian Agreement (Artio Global Equity Fund Inc)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14__________, 2016 2017 (the “"Initial Term”"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “"Renewal Term”") unless a written notice of non-non- renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ ' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements owed under this Agreement. Termination of this Agreement with respect to any Fund shall in no way affect the rights and duties under this Agreement with respect to the Trust or any other Fund. In the event of: (i) a any Fund's termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsdisbursements owed under this Agreement. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s such Fund's or Portfolio's securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Company’s such Fund's or Portfolio's assets as a result of the Board’s 's determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. StateR:\DOMESTIC\CLIENTS\USAA\Custody\ETFStreet: Limited- A &AccessR Custody Agreement\USAA Custodian Agreement with ETF Trust v6.doc Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Custodian Agreement (USAA ETF Trust), Custodian Agreement (USAA ETF Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companya Fund or any Portfolio, the Company Fund or applicable Portfolio shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursementsdisbursements that are subject to reimbursement under this Agreement. In the event of: (i) a Fund’s termination of this Agreement by with respect to the Company Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to the Company Fund or a Portfolio (or its respective successor), the Company Fund or applicable Portfolio shall pay the Custodian Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderAdministrator with respect to the Fund or such Portfolio) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth hereindisbursements that are subject to reimbursement under this Agreement. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or such Portfolio is no longer viable, (b) a merger of the Company Fund or a Portfolio into, or the consolidation of the Company Fund or a Portfolio with, another entity, or (c) the sale by the Company Fund or a Portfolio of all, or substantially all, of the CompanyFund’s or Portfolio’s assets to another entity, in each of (b) and (c) where the Custodian Administrator is retained to continue providing services to the Company Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Administration Agreement (Avenue Income Credit Strategies Fund), Administration Agreement (Avenue Mutual Funds Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14August 10, 2016 2013 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Trust, the Company applicable Trust shall pay Custodian its compensation due and shall reimburse Custodian for its commercially reasonable costs, expenses and disbursements. In the event of: (i) a any Trust’s termination of this Agreement by the Company with respect to such Trust for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Trust (or its respective successor), the Company applicable Trust shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Trust) and shall reimburse the Custodian for its commercially reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Trust’s securities and cash as set forth hereinhereinbelow. 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 (ax) a merger of a Trust into, or the consolidation of a Trust with, another entity, (y) the sale by a Trust of all, or substantially all, of its assets to another entity, or (z) the liquidation or dissolution of the Company a Trust and distribution of the Companysuch Trust’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Trust is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (bx) and (cy) where the Custodian is retained to continue providing services to the Company such Trust (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Trust shall survive termination of in no way affect the rights and duties under this Agreement for with respect to any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.other
Appears in 2 contracts
Sources: Custodian Agreement (FactorShares 2X: TBond Bull/S&p500 Bear), Custodian Agreement (FactorShares S&P Crude Oil Premium)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 1 year from date the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companya Fund, the Company such Fund shall pay Custodian its compensation due from such Fund through the date of termination in accordance with the terms of this Agreement and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. In the event of: (i) a Fund's termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund (or its successor), the Company such Fund shall pay the Custodian its compensation due in respect of such Fund through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian in the Custodian hereunderprior twelve month rolling period with respect to such Fund) in accordance with the terms of this Agreement and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsdisbursements incurred in respect of such Fund through the date of such termination or in connection with such termination in accordance with the terms of this Agreement. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund into, or the consolidation of the Company a Fund with, another entity, or (c) the sale by the Company a Fund of all, or substantially all, of the Company’s its assets to another entity, or the liquidation or dissolution of a Fund and distribution of such Fund’s assets, in each of (b) and (c) case where the Custodian is retained to continue providing services to the Company such Fund (or its successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. The provisions of Sections 134.11, 1415, 15 16 and 19.9 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (Ironwood Institutional Multi-Strategy Fund LLC), Master Custodian Agreement (Ironwood Multi-Strategy Fund LLC)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (ALPS Variable Investment Trust), Master Custodian Agreement (Financial Investors Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) years after the date first set forth above (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a fund or Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (SSgA Master Trust), Master Custodian Agreement (SSgA Master Trust)
Effective Period, Termination and Amendment. This With respect to the Fund, this Agreement shall remain in full force and effect for an initial term ending November 14, 2016 five (5) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered continue in full force and effect until terminated by the non-renewing party no later Fund or the Custodian by an instrument in writing delivered to the other party, such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term such delivery or any Renewal Term, as the case may bemailing. During the Initial Term and thereafter, either party the Fund or the Custodian 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 forty-five sixty (4560) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdictionjurisdiction or (iii) based upon the Fund’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 addition, the Fund may terminate this Agreement during the Initial Term and thereafter with respect to a Portfolio if, in the Fund’s reasonable opinion, the Custodian has persistently not achieved the performance measures set forth in any service 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 Custodian has persistently not met the key identified performance measures set forth in the Service Level Document during any two months of any calendar quarter (as such failure is set forth in the Service Level Document), the Fund may, in its discretion, submit a written deficiency notice to the Custodian outlining the performance deficiencies (“Deficiency Notice”). Such Deficiency Notice shall be provided to the Custodian within 20 days of the end of such calendar quarter. After receipt of such notice, the Custodian shall present the Fund with a written plan (the “Plan”) to address the deficiencies set forth in the Deficiency Notice. Such Plan must be provided to the Fund within 30 days after receipt of the Deficiency Notice. If the Custodian fails to submit a Plan within such 30-day period, the Fund may terminate this Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Plan by notifying the Custodian in writing (“Plan Notice”) within 15 days after submission of the Plan. If the Fund fails to provide a Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Plan. In the event the Fund submits a Plan Notice rejecting the Plan, the Custodian shall submit a revised plan (“Revised Plan”) within 30 days after provision of such Plan Notice. If the Custodian fails to submit a Revised Plan within such 30-day period, the Fund may terminate the Agreement upon 60 days’ written notice to the Custodian. The Fund, in its discretion, may accept or reject the Revised Plan by notifying the Custodian in writing (“Revised Plan Notice”) within 15 days after provision of the Revised Plan. If the Fund fails to provide a Revised Plan Notice within such 15-day period, it shall be presumed that the Fund accepted the Revised Plan. If the Fund provides a Revised Plan Notice to the Custodian that rejects the Revised Plan, the Fund may, in its discretion, terminate this Agreement upon 60 days’ written notice to the Custodian. Such termination notice must be submitted to the Custodian within 60 days after provision of the Revised Plan Notice. Upon termination of this Agreement pursuant to this paragraph Section with respect to the CompanyFund or a Portfolio, the Company Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) disbursements except, if termination is based on termination for a termination material breach of this Agreement coupled with the Custodian’s failure to meet its standard of care under this Agreement, less any losses or damages caused by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor), the Company shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursementssuch event. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) Termination of this paragraph Agreement with respect to any one particular Portfolio shall in no way affect the event of rights and duties under this Agreement with respect to any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreementother Portfolio. The provisions of Sections 13, 14, 15 15, 16 and 19.9 20.12 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Custodian Agreement (Dfa Investment Dimensions Group Inc), Custodian Agreement (Dimensional Investment Group Inc)
Effective Period, Termination and Amendment. This Agreement shall remain become effective as of the date set forth herein, shall continue in full force and effect for an initial term ending November 14until terminated as hereinafter provided, 2016 (the “Initial Term”). After the expiration may be amended at any time by mutual written agreement of the Initial Termparties hereto and may be terminated by either the Customer or the Custodian by an instrument in writing delivered or mailed, this Agreement shall automatically renew for successive one-year terms postage prepaid to the other party, such termination to take effect not sooner than sixty (each, a “Renewal Term”60) days after the date of such delivery or mailing unless a written notice of non-renewal different period is delivered agreed to in writing by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may beparties. During the Initial Term and thereafter, either Either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) days’ 45 days of written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening happenings of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon the termination of this Agreement pursuant to this paragraph with respect to the CompanyAgreement, the Company shall pay the Custodian its compensation then due and shall reimburse Custodian for its costs, expenses and disbursementspayable. In the event of: (i) a the Company’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor), the Company shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly fee compensation previously earned by the Custodian hereunderCustodian) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 134.11, 14, 15 16 and 19.9 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (TCG BDC II, Inc.), Custodian Agreement (TCG Bdc, Inc.)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14June 30, 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund's termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination of the Board of Trustees of the Fund in its reasonable business judgment judgment, that the Company Fund or Portfolio is no longer viable, ; (b) a merger merger, reorganization or similar transaction of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, ; or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, provided that in each of (b) and (c) where ), the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 2 contracts
Sources: Master Custodian Agreement (Madison Covered Call & Equity Strategy Fund), Master Custodian Agreement (Ultra Series Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14·, 2016 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive onetwo-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian Agreement (Ares Dynamic Credit Allocation Fund, Inc.)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 2023 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Company, the Company Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a the Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsCustodian). Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyFund’s securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, viable (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund (or its respective successor) on substantially the same terms as this Agreement. For the avoidance of doubt, the Fund shall have the right to terminate this agreement upon written notice to the Custodian provided it reimburses the Custodian in the manner set forth above. The provisions of Sections 4.11, 13, 14, 15 24 and 19.9 25 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Custodian Agreement (Blackstone Private Credit Fund)
Effective Period, Termination and Amendment. a. This Agreement shall be effective as of the Effective Date and remain in full force and effect for an initial term ending November 14on September 29, 2016 2019 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. .
b. 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 forty-five thirty (4530) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyFunds or any Fund, the Company Funds or applicable Fund shall pay Custodian the Service Agent its compensation due and shall reimburse Custodian Service Agent for its costs, expenses and disbursements. .
c. In the event of: (i) a any Fund’s termination of this Agreement by with respect to the Company Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Service Agent is not retained to continue providing services hereunder to the Company Funds (or its respective successor), the Company Funds or applicable Fund shall pay the Custodian Service Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Service Agent with respect to the Custodian hereunderFunds or such Fund) and shall reimburse the Custodian Service Agent for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Service Agent will deliver the CompanyFunds’ or such Fund’s securities and cash records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company Funds or a Fund into, or the consolidation of the Company Funds or a Fund with, another entity, or (c) the sale by the Company Funds or a Fund of all, or substantially all, of the Company’s its assets to another entity, or the liquidation or dissolution of the Funds or a Fund and distribution of the Funds’ or such Fund’s assets, in each of (b) and (c) case where the Custodian Service Agent is retained to continue providing services to the Company Funds or such Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 .
d. Termination of this Agreement with respect to any one particular Fund shall survive termination of in no way affect the rights and duties under this Agreement for with respect to the Funds or any reason. other Fund.
e. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Services Agreement (AB Private Credit Investors Corp)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction; in addition, after the Initial Term, either party may terminate this Agreement upon giving ninety (90) days’ prior written notice or such shorter period as is mutually agreed upon by the parties. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In During the Initial Term, in the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph after the Initial Term or in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian Agreement (Babson Capital Funds Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one3-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a fund or Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 15 13 and 19.9 14 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14August 3, 2016 2012 (the “Initial Term”)"INITIAL TERM") and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Agreement shall automatically renew for additional successive onetwo-year terms (each, a “"RENEWAL TERM"), and may be terminated by any party with respect to such party during any Renewal Term”) unless a Term by written notice of non-renewal is instrument delivered by the non-renewing party no later or mailed, such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term such delivery or any Renewal Term, as the case may bemailing. During the Initial Term and thereafter, either party may terminate this Agreement: Agreement (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ ' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph for either (i) or (ii) above with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In Notwithstanding the foregoing and for the purposes of this Agreement, in the event of: (i) of a termination Fund or Portfolio's liquidation or dissolution and distribution of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not its assets conducted in the ordinary course of business pursuant such Fund or Portfolio's determination to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor)cease doing business, the Company Fund shall pay the Custodian its Custodian's compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) due, and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt disbursements incurred, through the date of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth hereindistribution. For the avoidance of doubt, no payment will be required pursuant to clause (ii) Termination of this paragraph Agreement with respect to any one particular Fund or Portfolio shall in no way affect the event of rights and duties under this Agreement with respect to any transaction such as (a) the liquidation other Fund or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this AgreementPortfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian Agreement (Alliancebernstein Variable Products Series Fund Inc)
Effective Period, Termination and Amendment. This Agreement shall remain become effective as of its execution and shall continue in full force and effect for an initial term ending November 14, 2016 one (1) year from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) continue in full force and effect unless a and until either party terminates this Agreement by providing written notice of non-renewal is delivered by to the non-renewing other party no later than ninety at least (90) days prior to the expiration date of termination (or such shorter period of time as agreed between the Initial Term or any Renewal Term, as the case may beparties). 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyFund or any Portfolio, the Company Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements incurred through the date of termination. In During the Initial Term, in the event of: (i) a the Fund’s termination of this Agreement by with respect to the Company Fund or any Portfolio for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund or a Portfolio (or its respective successor), the Company Fund shall pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by Custodian with respect to the Custodian hereunderFund or applicable Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyFund’s or applicable Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund or a Portfolio and distribution of the CompanyFund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or such Portfolio is no longer viable, viable (b) a merger of the Company Fund or a Portfolio into, or the consolidation of the Company Fund or a Portfolio with, another entity, or (c) the sale by the Company Fund or a Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Portfolio. The provisions of Sections 136, 14, 15 16 and 19.9 17 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) years after the date first set forth above (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyFund or any Portfolio, the Company Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a the Fund’s termination of this Agreement by the Company with respect to itself or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund or Portfolio (or its respective successor), the Company Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to the Custodian hereunderFund or such Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyFund’s or such Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund or Portfolio and distribution of the CompanyFund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company Fund or Portfolio into, or the consolidation of the Company Fund or Portfolio with, another entity, or (c) the sale by the Company Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Portfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyFund or any Portfolio, the Company Fund or applicable Portfolio shall pay Custodian the Transfer Agent its compensation due and shall reimburse Custodian the Transfer Agent for its costs, expenses and disbursementsdisbursements that are subject to reimbursement under this Agreement. In the event of: (i) a the Fund’s termination of this Agreement by with respect to the Company Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Transfer Agent is not retained to continue providing services hereunder to the Company Fund or a Portfolio (or its respective successor), the Company Fund or applicable Portfolio shall pay the Custodian Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderTransfer Agent with respect to the Fund or such Portfolio) and shall reimburse the Custodian Transfer Agent for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth hereindisbursements that are subject to reimbursement under this Agreement. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund or a Portfolio and distribution of the CompanyFund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or such Portfolio is no longer viable, (b) a merger of the Company Fund or a Portfolio into, or the consolidation of the Company Fund or a Portfolio with, another entity, or (c) the sale by the Company Fund or a Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian Transfer Agent is retained to continue providing services to the Company Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Portfolio shall survive termination of in no way affect the rights and duties under this Agreement for with respect to the Fund or any reasonother Portfolio. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Avenue Mutual Funds Trust)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14December 31, 2016 2017 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyFunds or any Portfolio, the Company applicable Fund or applicable Portfolio shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to the Company a Fund or a Portfolio (or its respective successor), the Company applicable Funds or Portfolios shall pay the Custodian Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderAdministrator with respect to such Fund or Portfolio) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Administrator will deliver the Companysuch Fund’s securities and cash or such Portfolio’s records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that for the Company Fund or Portfolio is no longer viable, (b) a merger of the Company Fund or a Portfolio into, or the consolidation of the Company a Fund or a Portfolio with, another entity, or (c) the sale by the Company a Fund or a Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian Administrator is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Fund or Portfolio shall survive termination of in no way affect the rights and duties under this Agreement for with respect to any reasonother Fund or Portfolio. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Administration Agreement (Artio Global Investment Funds)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14August 3, 2016 2012 (the “Initial Term”)) and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Agreement shall automatically renew for additional successive onetwo-year terms (each, a “Renewal Term”) unless a ), and may be terminated by any party with respect to such party during any Renewal Term by written notice of non-renewal is instrument delivered by the non-renewing party no later or mailed, such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term such delivery or any Renewal Term, as the case may bemailing. During the Initial Term and thereafter, either party may terminate this Agreement: Agreement (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph for either (i) or (ii) above with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In Notwithstanding the foregoing and for the purposes of this Agreement, in the event of: (i) of a termination Fund or Portfolio’s liquidation or dissolution and distribution of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not its assets conducted in the ordinary course of business pursuant such Fund or Portfolio’s determination to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor)cease doing business, the Company Fund shall pay the Custodian its Custodian’s compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) due, and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt disbursements incurred, through the date of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth hereindistribution. For the avoidance of doubt, no payment will be required pursuant to clause (ii) Termination of this paragraph Agreement with respect to any one particular Fund or Portfolio shall in no way affect the event of rights and duties under this Agreement with respect to any transaction such as (a) the liquidation other Fund or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this AgreementPortfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian Agreement (AB Multi-Manager Alternative Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14_____, 2016 2013 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal nonrenewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Term. During a Renewal Term, as a party may terminate this Agreement by delivering a written notice of termination to the case may beother party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing. During the Initial Term and thereafter, either party may terminate this Agreement: (i) by mutual written agreement of the parties, (ii) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (iiiii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) case where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement, or the liquidation or dissolution of a Fund or Portfolio and distribution of such Fund’s or Portfolio’s assets. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 14, 4.11,14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14August 3, 2016 2012 (the “"Initial Term”)") and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Agreement shall automatically renew for additional successive onetwo-year terms (each, a “"Renewal Term”) unless a "), and may be terminated by any party with respect to such party during any Renewal Term by written notice of non-renewal is instrument delivered by the non-renewing party no later or mailed, such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term such delivery or any Renewal Term, as the case may bemailing. During the Initial Term and thereafter, either party may terminate this Agreement: Agreement (i) in the event of the other party’s 's material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ ' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph for either (i) or (ii) above with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In Notwithstanding the foregoing and for the purposes of this Agreement, in the event of: (i) of a termination Fund or Portfolio's liquidation or dissolution and distribution of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not its assets conducted in the ordinary course of business pursuant such Fund or Portfolio's determination to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor)cease doing business, the Company Fund shall pay the Custodian its Custodian's compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) due, and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt disbursements incurred, through the date of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth hereindistribution. For the avoidance of doubt, no payment will be required pursuant to clause (ii) Termination of this paragraph Agreement with respect to any one particular Fund or Portfolio shall in no way affect the event of rights and duties under this Agreement with respect to any transaction such as (a) the liquidation other Fund or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this AgreementPortfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian Agreement (Bernstein Sanford C Fund Ii Inc)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14[ ], 2016 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyFund or any Portfolio, the Company Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a the Fund’s termination of this Agreement by the Company with respect to itself or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund or Portfolio (or its respective successor), the Company Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to the Custodian hereunderFund or such Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyFund’s or such Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund or Portfolio and distribution of the CompanyFund’s or such Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company Fund or Portfolio into, or the consolidation of the Company Fund or Portfolio with, another entity, or (c) the sale by the Company Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund or such Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Portfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a of any Fund's termination of this Agreement by the Company with respect to such Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor)paragraph, the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) Termination of this paragraph Agreement with respect to any one particular Fund shall in no way affect the event of rights and duties under this Agreement with respect to any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreementother Fund. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian Agreement (FS Multi-Alternative Income Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 three (3) years from the date hereof (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ ' written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyparagraph, the Company Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a the Fund's termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Custodian with respect to the Custodian hereunder) Fund and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s Fund's securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the Company’s Fund's assets as a result of the Board’s 's determination in its reasonable business judgment that the Company Fund is no longer viable, viable (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Custodian Agreement (Clough Global Opportunities Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 1430, 2016 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive onetwo-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund's termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian Agreement (Ares Dynamic Credit Allocation Fund, Inc.)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14October 1, 2016 2020 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Company, the Company Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a the Fund's termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsCustodian). Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyFund’s securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, viable (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund (or its respective successor) on substantially the same terms as this Agreement. For the avoidance of doubt, the Fund shall have the right to terminate this agreement upon written notice to the Custodian provided it reimburses the Custodian in the manner set forth above. The provisions of Sections 4.11, 13, 14, 15 24 and 19.9 25 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Custodian Agreement (Blackstone / GSO Secured Lending Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyFund, the Company Fund shall pay Custodian the Transfer Agent its compensation due and shall reimburse Custodian the Transfer Agent for its costs, expenses and disbursementsdisbursements that are subject to reimbursement under this Agreement. In the event of: (i) a the Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Transfer Agent is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall pay the Custodian Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderTransfer Agent with respect to the Fund) and shall reimburse the Custodian Transfer Agent for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth hereindisbursements that are subject to reimbursement under this Agreement. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian Transfer Agent is retained to continue providing services to the Company Fund (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Avenue Income Credit Strategies Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14September 28, 2016 2019 (the “Initial Term”)) and may be amended at any time by mutual agreement of the parties hereto. After the expiration of the Initial Term, this Agreement shall automatically renew for additional successive onetwo-year terms (each, a “Renewal Term”) unless a ), and may be terminated by any party with respect to such party during any Renewal Term by written notice of non-renewal is instrument delivered by the non-renewing party no later or mailed, such termination to take effect not sooner than ninety (90) days prior to after the expiration date of the Initial Term such delivery or any Renewal Term, as the case may bemailing. During the Initial Term and thereafter, either party may terminate this Agreement: Agreement (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph for either (i) or (ii) above with respect to the CompanyFund, the Company Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In Notwithstanding the foregoing and for the purposes of this Agreement, in the event of: (i) a termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph Fund’s liquidation or (ii) a transaction not dissolution and distribution of its assets conducted in the ordinary course of business pursuant the Fund’s determination to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor)cease doing business, the Company Fund shall pay the Custodian its Custodian’s compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) due, and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt disbursements incurred, through the date of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreementdistribution. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Custodian Agreement (AB Private Credit Investors Corp)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 1430, 2016 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive onetwo-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyparagraph, the Company Fund shall pay Custodian the Transfer Agent its compensation due and shall reimburse Custodian the Transfer Agent for its costs, expenses and disbursements. In the event of: (i) a the Fund’ s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Transfer Agent is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall pay the Custodian Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderTransfer Agent) and shall reimburse the Custodian Transfer Agent for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, viable (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian Transfer Agent is retained to continue providing services to the Company Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto. The provisions of Sections 2 and 8 of this Agreement shall survive termination of this Agreement for any reason.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Ares Multi-Strategy Credit Fund, Inc.)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursementsdisbursements for which the Custodian is entitled to reimbursement hereunder. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund and distribution of the Companysuch Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, (b) a merger of the Company a Fund into, or the consolidation of the Company a Fund with, another entity, or (c) the sale by the Company a Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian and Fund Accounting Services Agreement (Avenue Income Credit Strategies Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 on the two year anniversary of the effective date of this Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-non- renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyFund, the Company Fund shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursementsdisbursements that are subject to reimbursement under this Agreement. In the event of: (i) a the Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall pay the Custodian Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderAdministrator with respect to the Fund) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth hereindisbursements that are subject to reimbursement under this Agreement. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian Administrator is retained to continue providing services to the Company Fund (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Administration Agreement (Avenue Income Credit Strategies Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 2018 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive onetwo-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay the Custodian its compensation due and shall reimburse the Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund's termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Master Custodian Agreement (CION Ares Diversified Credit Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14, 2016 1 year from date of the Agreement (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyparagraph, the Company Trust shall pay Custodian the Administrator its compensation due and shall reimburse Custodian the Administrator for its costs, expenses and disbursements. In the event of: (i) a the Trust’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Administrator is not retained to continue providing services hereunder to the Company Trust (or its successor), the Company Trust shall pay the Custodian Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderAdministrator with respect to the Trust) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) a merger of the Trust or the consolidation of the Trust with another entity, the sale by the Trust of all or substantially all of its assets to another entity, or the liquidation or dissolution of the Company Trust and distribution of the CompanyTrust’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entityassets, in each of (b) and (c) case where the Custodian Administrator is retained to continue providing services to the Company Trust (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Administration Agreement (Morgan Creek Global Equity Long/Short Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14October 1, 2016 2021 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Company, the Company Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a the Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsCustodian). Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyFund’s securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, viable (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund (or its respective successor) on substantially the same terms as this Agreement. For the avoidance of doubt, the Fund shall have the right to terminate this agreement upon written notice to the Custodian provided it reimburses the Custodian in the manner set forth above. The provisions of Sections 4.11, 13, 14, 15 24 and 19.9 25 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.. Information Classification: Limited Access
Appears in 1 contract
Sources: Custodian Agreement (Blackstone / GSO Secured Lending Fund)
Effective Period, Termination and Amendment. This Agreement shall remain become effective as of the date set forth herein, shall continue in full force and effect for an initial term ending November 14until terminated as hereinafter provided, 2016 (the “Initial Term”). After the expiration may be amended at any time by mutual written agreement of the Initial Termparties hereto and may be terminated by either a Fund or the Custodian by an instrument in writing delivered or mailed, this Agreement shall automatically renew for successive one-year terms postage prepaid to the other party, such termination to take effect not sooner than sixty (each, a “Renewal Term”60) days after the date of such delivery or mailing unless a written notice of non-renewal different period is delivered agreed to in writing by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may beparties. During the Initial Term and thereafter, either A 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 forty-five (45) days’ 45 days written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation then due and shall reimburse Custodian for its costs, expenses and disbursementspayable. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or a Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund or Portfolio is no longer viable, viable (b) a merger of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 13, 144.11, 15 and 19.9 16 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14[●], 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Company, the Company shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company (or its successor), the Company shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company (or its successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. (a) This Agreement shall remain become effective as of its execution and shall continue in full force and effect for an initial term ending November 14of four (4) years from the date hereof, 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement and shall automatically renew for successive one-additional consecutive three (3) year terms terms, unless either party gives one hundred eighty (each180) days’ prior written notice to the other of its intent not to renew. If this Agreement is terminated (the effective date of such termination being referred to as the “Termination Date”), the Custodian shall, at the reasonable request of the Funds, and subject to the consent of the Custodian (which consent shall not be unreasonably withheld or delayed), continue to provide services hereunder for a period (the “Renewal TermExtension Period”) unless a written notice of non-renewal is delivered by the non-renewing party no later than not to exceed ninety (90) days from the Termination Date, and the compensation payable to the Custodian for its services and expenses during such Extension Period shall not exceed one hundred and five percent (105%) (per annum) of the compensation last agreed upon by each Fund and the Custodian and in effect immediately prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: Termination Date.
(ib) in In the event of the other party’s material breach of a material provision of this Agreement that the other party has failed to establish a remedial plan to cure that Agreement is reasonably acceptable, within forty-five (45) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph terminated by any Fund with respect to a Portfolio (the Company“Terminating Fund”), other than for cause, with respect to such Terminating Fund prior to the Company shall pay four (4) year anniversary of the date hereof (the “Anniversary Date”), and the Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a termination of has not terminated either this Agreement by the Company for with respect to such Terminating Fund or any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business agreement pursuant to which the Custodian is not retained provides fund accounting services relative to continue providing services hereunder such Terminating Fund, the Terminating Fund shall pay to the Company Custodian, in lieu of any other fees, expenses, termination penalties, damages or other amounts (or its successorexcept as identified in paragraph (c) below), an early termination fee equal to the Company shall pay present value, using a discount rate of seven percent (7%), compounded annually, of the remaining fees which would have been due by the Terminating Fund to the Custodian its compensation due through for the end of period from the then-current term Termination Date until the Anniversary Date if the Agreement had not been terminated (based upon the “Remaining Fees”) which Remaining Fees shall be determined using the average monthly compensation previously for its services (prior to the application of any earnings credits) earned by the Custodian hereunder) and shall reimburse hereunder with respect to such Terminating Fund during the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company into, or the consolidation of the Company with, another entity, or (c) the sale by the Company of all, or substantially all, of the Company’s assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company 12-month period (or its successorif shorter, such lesser period of time) on substantially preceding such Termination Date (the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto“Early Termination Fee”).
Appears in 1 contract
Sources: Master Custodian Agreement (Putnam Arizona Tax Exempt Income Fund)
Effective Period, Termination and Amendment. This Agreement shall become effective on the date of its execution and shall remain in full force and effect for an initial term ending November 14June 1, 2016 2015 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew may be extended for successive onetwo-year terms (each, a “Renewal a“Renewal Term”) unless ), subject to review and approval by the Fund’s Board ofTrustees or Directors. To terminate the Agreement, a written notice of non-non- renewal is must be delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or ninety (90) days prior to the date of termination during any Renewal Term, as the case may be. During the Initial Term and thereafter, either party a Fund or the Custodian may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable, within forty-five (45) 60 days’ written notice of such breach, or ; (ii) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the event conduct of its business; or (iii) financial difficulties on the part ofthe party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the appointment United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of a conservator or receiver for the other party or upon the happening of a like event any jurisdiction relating to the other party at liquidation or reorganization of debtors or to the direction modification or alteration of an appropriate agency or court the rights of competent jurisdictioncreditors. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In During the Initial Term of the Agreement, in the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or one or more of its Portfolios for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund or Portfolio(s) (or its respective successor), then the Company applicable Fund or Portfolio(s), as the case may be, shall pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned since the beginning of the Initial Term by Custodian with respect to such Fund or Portfolio(s), as the Custodian hereunder) case may be, and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsdisbursements as provided in the Agreement. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinherein below. For the avoidance of doubt, during the Initial Term, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable, (b) a merger of the Company a Fund or one or more of its Portfolio(s) into, or the consolidation of the Company a Fund or one or more of its Portfolio(s) with, another entity, or (c) the sale by the Company a Fund or one or more of its Portfolio(s) of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) case where the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement, or in the event of a liquidation or dissolution of a Fund or one or more of its Portfolio(s) and distribution of such Fund’s or Portfolio’s assets. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect any other Fund’s or Portfolio’s rights and duties under this Agreement. The provisions of Sections 134.11, 1416 (as to amounts due up until the termination), 15 17 and 19.9 21.12 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14[ ], 2016 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the CompanyTrust or any Fund, the Company Trust or applicable Fund shall pay Custodian Administrator its compensation due and shall reimburse Custodian Administrator for its costs, expenses and disbursements. In the event of: (i) a the Trust’s termination of this Agreement by with respect to the Company 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 Custodian Administrator is not retained to continue providing services hereunder to the Company Trust or a Fund (or its respective successor), the Company Trust or applicable Fund shall pay the Custodian Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to the Custodian hereunderTrust or such Fund) and shall reimburse the Custodian Administrator for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian Administrator will deliver the CompanyTrust’s securities and cash 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 as (a) the liquidation or dissolution of the Company Trust or a Fund and distribution of the CompanyTrust’s or such Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Trust or such Fund is no longer viable, viable (b) a merger of the Company Trust or a Fund into, or the consolidation of the Company Trust or a Fund with, another entity, or (c) the sale by the Company Trust or a Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian Administrator is retained to continue providing services to the Company Trust or such Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 Termination of this Agreement with respect to any one particular Fund shall survive termination of in no way affect the rights and duties under this Agreement for with respect to the Trust or any reasonother Fund. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14June 30, 2016 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a ““ Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyany Fund or Portfolio, the Company applicable Fund shall pay Custodian its compensation due and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a any Fund’s termination of this Agreement by the Company with respect to such Fund or its Portfolio(s) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company a Fund or Portfolio (or its respective successor), the Company applicable Fund shall pay the Custodian its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderwith respect to such Fund or Portfolio) and shall reimburse the Custodian for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Companysuch Fund’s or Portfolio’s securities and cash as set forth hereinhereinbelow. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company a Fund or Portfolio and distribution of the Companysuch Fund’s or Portfolio’s assets as a result of the Board’s determination of the Board of Trustees of the Fund in its reasonable business judgment judgment, that the Company Fund or Portfolio is no longer viable, ; (b) a merger merger, reorganization or similar transaction of the Company a Fund or Portfolio into, or the consolidation of the Company a Fund or Portfolio with, another entity, ; or (c) the sale by the Company a Fund or Portfolio of all, or substantially all, of the Company’s its assets to another entity, provided that in each of (b) and (c) where ), the Custodian is retained to continue providing services to the Company such Fund or Portfolio (or its respective successor) on substantially the same terms as this Agreement. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio. The provisions of Sections 134.11, 14, 14 and 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 14_____________, 2016 2023 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety one hundred twenty (90120) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term 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 forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Company, the Company Fund shall pay Custodian its compensation due through the effective termination date and shall reimburse Custodian for its costs, expenses and disbursements. In the event of: (i) a the Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall reimburse the Custodian for its costs, expenses and disbursements and reasonable counsel fees and, if either (i) or (ii) occur during the Initial Term, pay the Custodian its compensation due through the end of the then-current term Initial Term (based upon the average monthly compensation previously earned by the Custodian hereunder) and shall reimburse the Custodian for its reasonable costs, expenses and disbursementsCustodian). Upon receipt of such payment and reimbursement, the Custodian will deliver the CompanyFund’s securities and cash as set forth hereinherein below. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, viable (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian is retained to continue providing services to the Company Fund (or its respective successor) on substantially the same terms as this Agreement. For the avoidance of doubt, the Fund shall have the right to terminate this agreement upon written notice to the Custodian provided it reimburses the Custodian in the manner set forth above. The provisions of Sections 4.11, 13, 14, 15 24 and 19.9 25 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
Appears in 1 contract
Sources: Custodian Agreement (Blackstone Private Credit Fund)
Effective Period, Termination and Amendment. This Agreement shall remain in full force and effect for an initial term ending November 1430, 2016 2014 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for successive onetwo-year terms (each, a “Renewal Term”) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety sixty (9060) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptableacceptable to the non-breaching party, within forty-five (45) 60 days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to the Companyparagraph, the Company Fund shall pay Custodian the Transfer Agent its compensation due and shall reimburse Custodian the Transfer Agent for its costs, expenses and disbursements. In the event of: (i) a the Fund’s termination of this Agreement by the Company for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Custodian Transfer Agent is not retained to continue providing services hereunder to the Company Fund (or its respective successor), the Company Fund shall pay the Custodian Transfer Agent its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian hereunderTransfer Agent) and shall reimburse the Custodian Transfer Agent for its reasonable costs, expenses and disbursements. Upon receipt of such payment and reimbursement, the Custodian will deliver the Company’s securities and cash as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Company Fund and distribution of the CompanyFund’s assets as a result of the Board’s determination in its reasonable business judgment that the Company Fund is no longer viable, viable (b) a merger of the Company Fund into, or the consolidation of the Company Fund with, another entity, or (c) the sale by the Company Fund of all, or substantially all, of the Company’s its assets to another entity, in each of (b) and (c) where the Custodian Transfer Agent is retained to continue providing services to the Company Fund (or its respective successor) on substantially the same terms as this Agreement. The provisions of Sections 13, 14, 15 and 19.9 of this Agreement shall survive termination of this Agreement for any reason. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto. The provisions of Sections 2 and 8 of this Agreement shall survive termination of this Agreement for any reason.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Ares Dynamic Credit Allocation Fund, Inc.)