Common use of Services and Related Terms and Conditions Clause in Contracts

Services and Related Terms and Conditions. (A) Services. The Services are described in Schedule 2 (the “Services Schedule”). The Service Provider will perform the Services in accordance with and subject to the terms of this Agreement starting on the Effective Date and ending on the final day of the Term. The Services will be provided only on Business Days, and any functions or duties normally scheduled to be performed on any day that is not a Business Day will be performed on, and as of, the next Business Day. Unless otherwise agreed to in writing between the Parties, all “Core Services” shall be provided at locations and facilities controlled and operated by Service Provider and its affiliates located within the United States. For purposes of the foregoing, “Core Services” shall consist of final review of data in connection with NAV calculations and maintenance of books and records related to NAV calculations; Services or related activities that are not Core Services (“Ancillary Services”) shall include (i) monitoring data feeds from the Funds’ Custodians and other third parties, (ii) reconciliation, (iii) processing corporate actions, and (iv) the receipt, maintenance and application of securities prices from pricing vendors. The Client shall not unreasonably withhold, condition or delay any request by the Service Provider to transfer Core Services outside of the United States, provided, however, that the Client shall be given a reasonable opportunity to inquire about the details of any such specific arrangement and to conduct reasonable due diligence. If the Service Provider proposes to transfer Ancillary Services outside the United States, it shall provide written notice of the details of any such arrangement and provide such further information related thereto as Client may reasonably request.