EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, shall become effective on September __, 2005. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies or the Funds. (b) This Agreement shall continue in effect with respect to a Fund until terminated. (c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty (i) by the applicable Board on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice to the applicable Company. (d) This Agreement may be terminated with respect to a Fund at any time where the other party has materially breached any of its obligations hereunder including, with respect to Citigroup, the failure by Citigroup to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party. (e) The provisions of Sections 2(d), 3, 5, 6(e), 6(f), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement. (f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunder.
Appears in 3 contracts
Samples: Services Agreement (Isi Strategy Fund Inc), Services Agreement (Managed Municipal Fund Inc), Services Agreement (Total Return U S Treasury Fund Inc)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Forum and the Trust on September __the date first above written, 2005and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effective. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund until terminatedFund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable law.
(c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund at any timeFund, without the payment of any penalty penalty:
(i) with or without cause, by the applicable Board either party on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 at least ninety [90] days' written notice to the applicable Companyother party.
(dii) This Agreement may be terminated with respect for cause, by the non breaching party on at least thirty (30) days' written notice thereof to a Fund at any time where the other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupForum, the failure by Citigroup Forum to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty ; PROVIDED, HOWEVER, that (30A) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (B) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination.
(e) The provisions of Sections 2(d)3, 34, 5, 6(e), 6(f), 8, 9, 10, 12, 7 and 13 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Forum may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate of Citigroup Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of CitigroupForum; PROVIDED HOWEVER, that Citigroup Forum shall be as fully responsible to the Company Trust for the acts and omissions of any subcontractor as Citigroup Forum is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderomissions.
Appears in 3 contracts
Samples: Administration Agreement (Forum Funds), Administration Agreement (Forum Funds), Administration Agreement (Forum Funds)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Atlantic and the Trust on September __, 2005the date first above written ("Effective Date"). This Agreement shall continue in effect until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust's Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination").
(c) This Agreement may be terminated with respect to in its entirety or there may be a Fund at any timePartial Termination, without the payment of any penalty penalty:
(i) with or without cause, at any time, by either Party on the date specified in a written notice to the other Party provided not less than 120 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that dong so is in the best interest of shareholders of the affected Fund or Funds;
(ii) for cause at any time by the applicable Board non-breaching Party on 60 at least sixty (60) days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice thereof to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where other Party, if the other party Party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard Standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty Care; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party Party has cured such breach to the reasonable satisfaction of the non-breaching partyParty; and
(iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.
(d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has reimbursement obligations).
(e) The provisions of Sections 2(dSECTION 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)), 3, 5, 6(e), 6(f), 8, 9, 10, 12, SECTION 14 and 13 SECTION 16 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party Party without the written consent of the other partyParty. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Atlantic may, without further consent on the part of any Companythe Trust, (i) assign this agreement Agreement to any affiliate Affiliate of Citigroup Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupAtlantic; PROVIDED HOWEVERprovided however, that Citigroup Atlantic shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citigroup Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.
Appears in 2 contracts
Samples: Services Agreement (Altmfx Trust), Services Agreement (Altx Trust)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Forum and the Trust on September __the date first above written, 2005and shall become effective with respect to a Fund or a Class on the later of the date on which the Trust's Registration Statement with respect to such Fund or Class becomes effective or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund until terminatedFund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable law.
(c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund at any timeFund, without the payment of any penalty penalty:
(i) with or without cause, by the applicable Board either party on 60 days' written notice to Citigroup or at least ninety (ii90) by Citigroup on 60 days' written notice to the applicable Companyother party.
(dii) This Agreement may be terminated with respect for cause, by the non breaching party on at least thirty (30) days' written notice thereof to a Fund at any time where the other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupForum, the failure by Citigroup Forum to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty ; PROVIDED, HOWEVER, that (30A) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (B) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination.
(e) The provisions of Sections 2(d), 3, 54, 6(e), 6(f), 8, 9, 10, 12, 5 and 13 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Forum may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate of Citigroup Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of CitigroupForum; PROVIDED HOWEVER, that Citigroup Forum shall be as fully responsible to the Company Trust for the acts and omissions of any subcontractor as Citigroup Forum is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderomissions.
Appears in 2 contracts
Samples: Fund Accounting Agreement (Forum Funds), Fund Accounting Agreement (Forum Funds)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, shall become effective on September __27, 20052006. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies or the Funds.
(b) This Agreement shall continue in effect with respect to a Fund until terminated.
(c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty (i) by the applicable Board on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where the other party has materially breached any of its obligations hereunder including, with respect to Citigroup, the failure by Citigroup to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(e) The provisions of Sections 2(d), 3, 5, 6(e), 6(f), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVERprovided however, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunder.
Appears in 2 contracts
Samples: Services Agreement (Isi Strategy Fund Inc), Services Agreement (North American Government Bond Fund Inc)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Atlantic and the Trust on September __, 2005the date first above written (“Effective Date”). This Agreement shall continue in effect until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust’s Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service described in any one or more of the parts of Appendix A provided to a Fund (a “Partial Termination”).
(c) This Agreement may be terminated with respect to in its entirety or there may be a Fund at any timePartial Termination, without the payment of any penalty penalty:
(i) with or without cause, at any time, by either Party on the applicable Board on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 days' date specified in a written notice to the applicable Company.
other Party provided not less than 120 days (d) This Agreement may be terminated 60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that dong so is in the best interest of shareholders of the affected Fund or Funds;
(ii) for cause at any time where by the non-breaching Party on at least sixty (60) days’ written notice thereof to the other party Party, if the other Party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard Standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty Care; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party Party has cured such breach to the reasonable satisfaction of the non-breaching partyParty; and
(iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.
(d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers’ responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Atlantic for Atlantic’s reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor’s responsibilities and Atlantic’s out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder (“termination costs”); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has reimbursement obligations).
(e) The provisions of Sections 2(dSECTION 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)), 3, 5, 6(e), 6(f), 8, 9, 10, 12, SECTION 13 and 13 SECTION 15 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party Party without the written consent of the other partyParty. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Atlantic may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate Affiliate of Citigroup Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupAtlantic; PROVIDED HOWEVERprovided however, that Citigroup Atlantic shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citigroup Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.
Appears in 2 contracts
Samples: Services Agreement (Forum Funds Ii), Services Agreement (Forum Funds Ii)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Forum and the Trust on September __the date first above written, 2005and shall become effective with respect to a Fund or a Class on the date that the Trust's Registration Statement with respect to such Fund or Class becomes effective. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect until terminated, either in its entirety or with respect to a Fund until terminatedFund, as applicable; PROVIDED, HOWEVER, that its continuance shall be specifically approved or ratified with such frequency and in the manner required by applicable law.
(c) This Agreement may be terminated at any time, in its entirety or with respect to a Fund at any timeFund, without the payment of any penalty penalty:
(i) with or without cause, by the applicable Board either party on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 at least ninety [90] days' written notice to the applicable Companyother party.
(dii) This Agreement may be terminated with respect for cause, by the non breaching party on at least thirty (30) days' written notice thereof to a Fund at any time where the other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupForum, the failure by Citigroup Forum to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty ; PROVIDED, HOWEVER, that (30A) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (B) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(d) Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Forum for Forum's costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); PROVIDED, HOWEVER, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Forum for such expenses and employee time if the Trust has terminated this Agreement pursuant to clause (ii) of subsection (c) above. Forum and the Trust agree that to cover termination costs, Forum shall receive an amount equal to the average monthly fees and expenses paid to Forum under this Agreement for the six full months preceding such termination.
(e) The provisions of Sections 2(d)3, 34, 5, 6(e), 6(f), 8, 9, 10, 12, 7 and 13 14 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Forum may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate of Citigroup Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of CitigroupForum; PROVIDED HOWEVER, that Citigroup Forum shall be as fully responsible to the Company Trust for the acts and omissions of any subcontractor as Citigroup Forum is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderomissions.
Appears in 2 contracts
Samples: Administration Agreement (Monarch Funds), Administration Agreement (Forum Funds)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Citibank and the Trust on September __, 2005the date first above written ("Effective Date"). This Agreement shall have a term of three years from the Effective Date and shall thereafter continue in effect from year to year until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust's Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies Trust or the Funds; provided that the fees and liability and indemnification agreement provisions applicable to services provided and acts or failure to act before the Effective Date shall be the agreement provisions in effect at the time under the Prior Agreements.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by Appendices C, D or E, as applicable, provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service provided to a Fund.
(c) This Except as provided in Section 5(e), this Agreement may be terminated (A) in its entirety or (B) with respect to any Fund or with respect to any one or more of the Services covered by Appendices C, D or E, as applicable, provided to any one or more of the Funds (a Fund at any time"Partial Termination"), without the payment of any penalty penalty:
(i) subject to Section 5(e) below, with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination, Citibank shall have thirty days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Citibank shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Citibank gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to
(ii) for cause at any time by the applicable Board non-breaching party on 60 at least sixty (60) days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice thereof to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupCitibank, the failure by Citigroup Citibank to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty ; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(d) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Citibank shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Citibank under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Citibank for Citibank's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Citibank for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (c) above or if Citibank terminates this Agreement pursuant to clause (i) of subsection (c) above.
(e) Except as provided in Section 5(c)(i) concerning Citibank's termination should the Trust give notice of Partial Termination and except as provided in Section 5(c)(ii), this Agreement may not be terminated with respect to any Fund as to which the Agreement becomes effective after the Effective Date (a "new Fund") before the end of three years following the date on which the Agreement becomes effective with respect to the new Fund, unless the operations of the new Fund are wound up and discontinued and the assets of the new Fund are distributed to the Shareholders. The period from the date on which this Agreement becomes effective as to a new Fund until the date on which the Agreement could be terminated as to the new Fund under this Section 5(e) is the "Base Period" as to the new Fund.
(f) Inasmuch as a termination pursuant to Section 5(c)(ii) by Citibank or if the Agreement is otherwise terminated or deemed to be terminated by actions of the Trust (except pursuant to Section 5(c)(ii) due to breach by Citibank) will, in the circumstances described below in this Section 5(f), cause substantial damages to Citibank and because of the difficulty of estimating those damages, the Trust shall pay, as liquidated damages, the amounts set forth below as of the effective date of such termination or Partial Termination (the "Termination Payment Amount"):
(A) If the new Fund is advised by an Adviser or an Affiliate of the Adviser that has provided advisory services to the Trust (even if such services were provided with respect to another Fund) for at least three (3) years prior to the effective date of such termination or Partial Termination for the new Fund (an "Existing Advisor"), then the Termination Payment Amount shall be equal to:
(1) If the new Fund began operations as a Fund under the Trust --
(a) $50,000, if such termination or Partial Termination occurs within one year of the effective date of the Registration Statement for such new Fund;
(b) $30,000, if such termination or Partial Termination occurs after one year but before the second year of the effective date of the Registration Statement for such new Fund; and
(c) $15,000, if such termination or Partial Termination occurs after the second year but before the third year of the effective date of the Registration Statement for such new Fund;
(2) If the new Fund began operations as a fund under another company or trust --
(a) $150,000, if such termination or Partial Termination occurs within one year of the effective date of the Registration Statement for such new Fund;
(b) $100,000, if such termination or Partial Termination occurs after one year but before the second year of the effective date of the Registration Statement for such new Fund; and
(c) $50,000, if such termination or Partial Termination occurs after the second year but before the third year of the effective date of the Registration Statement for such new Fund;
(3) The amounts listed in (1) and (2) above are for terminations; the Termination Payment Amount for Partial Terminations shall be 50% of the amount listed.
(B) If the new Fund is advised by an Advisor that is not an Existing Advisor, then the Termination Payment Amount shall be equal to one-third of (i) the average monthly fees payable to Citibank pursuant to Section 4(a) of this Agreement for the last six (6) months preceding such termination or Partial termination, multiplied by (ii) the number of full and partial months remaining until the expiration of the Base Period. The Parties agree that the foregoing sums are a reasonable forecast of probable actual loss to Citibank and that they are agreed to as liquidated damages and not as a penalty.
(g) The provisions of Sections 2(d)3, 34, 5, 6(e)7, 6(f), 8, 9, 10, 12, 13 and 13 15 shall survive any termination of this Agreement.
(fh) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Citibank may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate Affiliate of Citigroup Citibank or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupCitibank; PROVIDED HOWEVERprovided however, that Citigroup Citibank shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citibank is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Citibank under this Agreement for the Services. Notwithstanding the foregoing, (A) Citibank shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Citibank may subcontract for the performance hereof with Citigroup Fund Services, LLC without prior notice; provided however, that Citibank shall be as fully responsible to the Trust for the acts and omissions of Citigroup Fund Services, LLC as Citibank is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Citibank under this Agreement for the Services.
Appears in 1 contract
Samples: Accounting, Administration and Transfer Agency Services Agreement (Forum Funds)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective with respect to each Fund or Class on September __, 2005the earlier of the date on which the applicable Company's Registration Statement relating to the Shares of the Fund or Class becomes effective or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies or the Funds.
(b) This Agreement shall continue in effect with respect to a Fund until terminated.
(c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty (i) by the applicable Board on 60 days' written notice to Citigroup Forum or (ii) by Citigroup Forum on 60 days' written notice to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where the other party has materially breached any of its obligations hereunder including, with respect to CitigroupForum, the failure by Citigroup Forum to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; providedPROVIDED, howeverHOWEVER, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(e) The provisions of Sections 2(d2(c), 3, 5, 6(e6(d), 6(f6(e), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Forum may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of CitigroupForum; PROVIDED HOWEVER, that Citigroup Forum shall be as fully responsible to the applicable Company for the acts and omissions of any subcontractor as Citigroup Forum is for its own acts and omissions and that Citigroup Forum shall not be relieved of any of its responsibilities hereunder.
Appears in 1 contract
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective with respect to each Fund or Class on the later of September __17, 20051999 or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies or the Funds.
(b) This Agreement shall continue in effect with respect to a each Fund until terminatedDecember 31, 2002 (the "Initial Term") and shall continue in effect thereafter for successive one year periods unless earlier terminated in accordance with this Section or until the Fund ceases operations.
(c) This Notwithstanding Section 5(b), this Agreement may be terminated with respect to a Fund any or all Funds by the Board or Forum at any time, time without the payment of any penalty notice if:
(i) by the applicable Board on 60 days' other party breaches any material provision of this Agreement, the terminating party has provided written notice of such breach to Citigroup or the breaching party and the breaching party has not cured the breach within 30 days of receipt of such notice; provided that such termination rights may not be exercised more than 30 days after the breaching party has cured the breach;
(ii) by Citigroup on the other party becomes the subject of any federal or state bankruptcy proceeding that is not dismissed within 60 days' written notice to days after the applicable Companyinitiation of such proceeding; provided that such termination shall not occur more than 60 days after the dismissal of such proceeding; or
(iii) the other party (or in the case of Forum, the Administrator) is convicted of corporate criminal activity.
(d) This Notwithstanding Section 5(b), this Agreement may be terminated with respect to a Fund any or all Funds by the Board at any time where with 180 days' notice prior to the other party has materially breached expiration of the Initial Term if Forum fails to meet or exceed its Service Standard Percentage:
(i) in any four consecutive months; or
(ii) in any six months during any consecutive period of its obligations hereunder includingtwelve months. The Service Standard Percentage and whether Forum met or exceeded it shall be calculated each month. Forum shall meet or exceed the Service Standard Percentage for a given month if Forum meets or exceeds at least 3 (three) of the 5 (five) Service Standard criteria listed in Appendix B. For these purposes, each of the Service Standard criteria shall be measured on an aggregate basis for all Funds combined with all "Funds" that are included as "Funds" in a Fund Accounting Agreement between Forum and Xxxxx Fargo Funds Trust or between Forum and Xxxxx Fargo Core Trust, if any. The Trust may change this standard and require that Forum shall meet or exceed the Service Standard Percentage for a given month if Forum meets or exceeds at least 4 (four) of the 5 (five) Service Standard criteria listed in Appendix B. Such change may only be made with respect to Citigroupthe month of April 2001 and all months thereafter and only upon 60 days' notice to Forum. Notwithstanding anything to the contrary, Forum shall use its best efforts to satisfy all Service Standard criteria and score at least 99.8 each month on each Service Standard criteria. Nothing in this subsection (d) shall in any way diminish the Trust's right to terminate this Agreement in the event of a breach of a material provision of this Agreement by Forum pursuant to Section 5(c).
(e) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time after the date that is 180 days prior to the expiration of the Initial Term on 180 days' written notice to Forum.
(f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum at any time on 180 days' written notice to the Trust.
(g) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time if Xxxxx Fargo & Company directly or indirectly acquires, is acquired by, merges, consolidates or otherwise reorganizes with (a "Reorganization") any company and immediately thereafter (i) Xxxxx Fargo & Company or its successor controls or is under common control with any company that provides in the normal course of business the services listed in Section 2, whether generally to the mutual fund industry or only to mutual funds advised or sponsored by its affiliates or (ii) Xxxxx Fargo & Company or an affiliate of it advises a family of mutual funds for which the services listed in Section 2 are performed by a company not affiliated with Xxxxx Fargo & Company. Such termination may be made at any time after the occurrence of the event described in the preceding sentence by the Board on 90 days' written notice to Forum. In the event that the Trust elects to terminate this Agreement pursuant to clause (i) of this subsection with respect to a Fund, the failure by Citigroup Trust shall pay Forum twelve (the "multiplier") times the greater of (x) the monthly average fees due to act consistently with Forum under this Agreement during the standard last three whole months prior to the Reorganization and (y) the monthly average fees paid to Forum during the last three whole months prior to delivery of care set forth in Section 3(athe notice of termination ("Termination Fee"). Termination pursuant The multiplier will be reduced one-twelfth for each three full calendar month period after December 31, 1999 that expires prior to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breachReorganization; provided, however, that no such termination the multiplier shall be effective ifat least four. If notice of termination under this subsection is given on or before March 31, 2000 with respect to any breach that is capable of being cured, within such thirty (30) day period a Fund the breaching party has cured such breach to Termination Fee shall be $6,400,000 divided by the reasonable satisfaction sum of the nonnumber of Funds plus the number of "Funds" as that term is defined in the Fund Accounting Agreement for Xxxxx Fargo Funds Trust and Xxxxx Fargo Core Trust. In the event that the Trust elects to terminate this Agreement pursuant to clause (ii) of this subsection with respect to a Fund, the Trust shall pay Forum one and one-breaching partyhalf times the Termination Fee as calculated above.
(eh) Any termination in accordance with Sections 5(c) through 5(g) shall be without penalty.
(i) The provisions of Sections 2(d2(c), 3, 54, 6(e5(i), 6(f5(j), 7, 8, 9, 109(b), 12, 13 and 13 14 shall survive any termination of this Agreement.
(fj) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may not be assigned by any party without either Forum or the Trust except by the specific written consent of the other party. This Notwithstanding anything in this Agreement to the contrary, the transfer of ownership of all or part the equity interests in Forum to Forum's management staff or the heirs of Xxxx Xxxxxx shall not be deemed to be an assignment. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderhereto.
Appears in 1 contract
Samples: Fund Accounting Agreement (Wells Fargo Variable Trust)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective on September __the date hereof and, 2005. Upon effectiveness with respect to each new Fund and Class referred to in Section 7, on the earlier of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering date on which the subject matter hereof insofar as such Agreement may have been deemed to relate Trust's Registration Statement relating to the Companies Shares of such Fund or Class becomes effective or the Fundsdate of the commencement of operations of the Fund or Class.
(b) This Agreement shall continue in effect with respect to a each Fund and Class until terminatedDecember 31, 2002 (the "Initial Term") and shall continue in effect thereafter for successive one-year periods unless earlier terminated in accordance with this section or until the Fund or Class ceases operations.
(c) This In the event that the Trust elects to terminate this Agreement may prior to December 31, 2004, pursuant to this Section 6, the Trust shall pay Forum twelve (the "multiplier") times the monthly average fees due to Forum under this Agreement ("Termination Fee") (calculated based on the last three months prior to the date of termination). The multiplier shall be terminated with respect reduced one-twelfth for each full calendar quarter after December 31, 2001 that expires. The Termination Fee shall be due as of the last day this Agreement is effective. An amendment of this Agreement that eliminates a portion of the services that Forum provides to a Fund at any time, without the payment of any penalty Trust and associated fees to Forum (i) as agreed by the applicable Board on 60 days' written notice to Citigroup parties), wherein Allfirst Trust Company N.A or (ii) by Citigroup on 60 days' written notice its affiliates contemporaneously become responsible for delivering similar services to the applicable CompanyTrust, shall not be deemed to be a termination.
(d) This Agreement may be terminated with respect to a Fund any or all Funds at any time where after the other party has materially breached any date that is 90 days prior to the expiration of its obligations hereunder includingthe Initial Term, with respect (i) by the Board on 90 days' written notice to CitigroupForum or (ii) by Forum on 90 days' written notice to the Trust. If the Trust terminates the Agreement prior to December 31, 2004, the failure by Citigroup to act consistently with the standard of care set forth Trust shall pay Forum a Termination Fee as calculated in Section 3(a6(c). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(e) This Agreement and the rights and duties under this Agreement may not be assigned by either Forum or the Trust except by the specific written consent of the other party. Notwithstanding anything in this Agreement to the contrary, the transfer of ownership of all or part the equity interests in Forum to Forum's employees or the heirs or devisees of John Keffer shall not be deemed to be xx xxxxxxxent. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.
(f) The provisions of Sections 2(d2(c), 3, 5, 6(e6(d), 6(f6(e), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunder.
Appears in 1 contract
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective with respect to each Fund or Class on September __, 2005the earlier of the date on which the applicable Company's Registration Statement relating to the Shares of the Fund or Class becomes effective or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies or the Funds.
(b) This Agreement shall continue in effect with respect to a Fund until terminated.
(c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty (i) by the applicable Board on 60 days' written notice to Citigroup Forum or (ii) by Citigroup Forum on 60 days' written notice to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where the other party has materially breached any of its obligations hereunder including, with respect to CitigroupForum, the failure by Citigroup Forum to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; providedPROVIDED, howeverHOWEVER, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(e) The provisions of Sections 2(d2(c), 3, 5, 6(e6(d), 6(f6(e), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Forum may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of CitigroupForum; PROVIDED HOWEVER, that Citigroup Forum shall be as fully responsible to the applicable Company for the acts and omissions of any subcontractor as Citigroup Forum is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderomissions.
Appears in 1 contract
Samples: Fund Accounting Agreement (North American Government Bond Fund Inc)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Citibank and the Trust on September __, 2005the date first above written ("Effective Date"). This Agreement shall have a term of three years from the Effective Date and shall thereafter continue in effect from year to year until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust's Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies Trust or the Funds; provided that the fees and liability and indemnification agreement provisions applicable to services provided and acts or failure to act before the Effective Date shall be the agreement provisions in effect at the time under the Prior Agreements.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to any one or more of the Services covered by Appendices C, D or E, as applicable, provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service provided to a Fund.
(c) This Except as provided in Section 5(e), this Agreement may be terminated (A) in its entirety or (B) with respect to any Fund or with respect to any one or more of the Services covered by Appendices C, D or E, as applicable, provided to any one or more of the Funds (a Fund at any time"Partial Termination"), without the payment of any penalty penalty:
(i) subject to Section 5(e) below, with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination, Citibank shall have thirty days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Citibank shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Citibank gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Citibank and a finding that dong so is in the best interest of shareholders of the affected Fund or Funds; and
(ii) for cause at any time by the applicable Board non-breaching party on 60 at least sixty (60) days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice thereof to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupCitibank, the failure by Citigroup Citibank to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty ; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(d) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Citibank shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Citibank under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Citibank for Citibank's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Citibank for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (c) above or if Citibank terminates this Agreement pursuant to clause (i) of subsection (c) above.
(e) Except as provided in Section 5(c)(i) concerning Citibank's termination should the Trust give notice of Partial Termination and except as provided in Section 5(c)(ii), this Agreement may not be terminated with respect to any Fund as to which the Agreement becomes effective after the Effective Date (a "new Fund") before the end of three years following the date on which the Agreement becomes effective with respect to the new Fund, unless the operations of the new Fund are wound up and discontinued and the assets of the new Fund are distributed to the Shareholders. The period from the date on which this Agreement becomes effective as to a new Fund until the date on which the Agreement could be terminated as to the new Fund under this Section 5(e) is the "Base Period" as to the new Fund.
(f) Inasmuch as a termination pursuant to Section 5(c)(ii) by Citibank or if the Agreement is otherwise terminated or deemed to be terminated by actions of the Trust (except pursuant to Section 5(c)(ii) due to breach by Citibank) will, in the circumstances described below in this Section 5(f), cause substantial damages to Citibank and because of the difficulty of estimating those damages, the Trust shall pay, as liquidated damages, the amounts set forth below as of the effective date of such termination or Partial Termination (the "Termination Payment Amount"):
(A) If the new Fund is advised by an Adviser or an Affiliate of the Adviser that has provided advisory services to the Trust (even if such services were provided with respect to another Fund) for at least three (3) years prior to the effective date of such termination or Partial Termination for the new Fund (an "Existing Advisor"), then the Termination Payment Amount shall be equal to:
(1) If the new Fund began operations as a Fund under the Trust --
(a) $50,000, if such termination or Partial Termination occurs within one year of the effective date of the Registration Statement for such new Fund;
(b) $30,000, if such termination or Partial Termination occurs after one year but before the second year of the effective date of the Registration Statement for such new Fund; and
(c) $15,000, if such termination or Partial Termination occurs after the second year but before the third year of the effective date of the Registration Statement for such new Fund;
(2) If the new Fund began operations as a fund under another company or trust --
(a) $150,000, if such termination or Partial Termination occurs within one year of the effective date of the Registration Statement for such new Fund;
(b) $100,000, if such termination or Partial Termination occurs after one year but before the second year of the effective date of the Registration Statement for such new Fund; and
(c) $50,000, if such termination or Partial Termination occurs after the second year but before the third year of the effective date of the Registration Statement for such new Fund;
(3) The amounts listed in (1) and (2) above are for terminations; the Termination Payment Amount for Partial Terminations shall be 50% of the amount listed.
(B) If the new Fund is advised by an Advisor that is not an Existing Advisor, then the Termination Payment Amount shall be equal to one-third of (i) the average monthly fees payable to Citibank pursuant to Section 4(a) of this Agreement for the last six (6) months preceding such termination or Partial termination, multiplied by (ii) the number of full and partial months remaining until the expiration of the Base Period. The Parties agree that the foregoing sums are a reasonable forecast of probable actual loss to Citibank and that they are agreed to as liquidated damages and not as a penalty.
(g) The provisions of Sections 2(d)3, 34, 5, 6(e)7, 6(f), 8, 9, 10, 12, 13 and 13 15 shall survive any termination of this Agreement.
(fh) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Citibank may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate Affiliate of Citigroup Citibank or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupCitibank; PROVIDED HOWEVERprovided however, that Citigroup Citibank shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citibank is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Citibank under this Agreement for the Services. Notwithstanding the foregoing, (A) Citibank shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Citibank may subcontract for the performance hereof with Citigroup Fund Services, LLC without prior notice; provided however, that Citibank shall be as fully responsible to the Trust for the acts and omissions of Citigroup Fund Services, LLC as Citibank is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Citibank under this Agreement for the Services.
Appears in 1 contract
Samples: Accounting, Administration and Transfer Agency Services Agreement (Forum Funds)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Atlantic and the Trust on September __, 2005the date first above written ("Effective Date"). This Agreement shall continue in effect until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust's Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination").
(c) This Agreement may be terminated with respect to in its entirety or there may be a Fund at any timePartial Termination, without the payment of any penalty penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that dong so is in the best interest of shareholders of the affected Fund or Funds;
(ii) for cause at any time by the applicable Board non-breaching party on 60 at least sixty (60) days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice thereof to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard of care set forth in Section 3(a4(a). Termination pursuant to this subsection shall not be effective in less than thirty ; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party; and
(iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.
(d) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (c) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (c) above.
(e) The provisions of Sections 2(d), 34, 5, 6(e), 6(f)6, 8, 9, 10, 12, 14 and 13 16 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Atlantic may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate Affiliate of Citigroup Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupAtlantic; PROVIDED HOWEVERprovided however, that Citigroup Atlantic shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citigroup Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.
Appears in 1 contract
Samples: Services Agreement (Forum Funds)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective with respect to each Fund on September __, 2005the date first written above. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies or the Funds.
(b) This Agreement shall continue in effect with respect to until terminated and shall be renewed annually, the first renewal occurring no later than June 30, 2008, provided that such renewal is approved by a Fund until terminatedmajority vote of the Board, including a majority of the Independent Trustees.
(c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty penalty: (i) by the applicable Board on 60 thirty (30) days' ’ written notice to Citigroup Foreside; or (ii) by Citigroup Foreside on 60 sixty (60) days' ’ written notice to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where the other party has materially breached any of its obligations hereunder including, with respect to Citigroup, the failure by Citigroup to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breachTrust; provided, however, that no such termination shall be effective ifthe Board will have the right and authority to remove the individual designated on Appendix B as the Trust’s CCO at any time, with respect or without cause, without payment of any penalty. In this case, Foreside will designate another employee of Foreside, subject to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction approval of the non-breaching partyBoard and the Independent Trustees, to serve as temporary CCO until the earlier of: (i) the designation of a new permanent CCO; or (ii) the termination of this Agreement.
(d) Should the employment of the individual designated in Appendix B be terminated by Foreside, the Board retains the right to remove the individual as the Trust’s CCO, as described in (c) above, although the Board may exercise its right to retain the individual as CCO. If the Board removes the individual as the Trust’s CCO, Foreside will designate another employee of Foreside, subject to approval of the Board and the Independent Trustees, to serve as temporary CCO until the earlier of: (i) the designation of a new permanent CCO; or (ii) the termination of this Agreement. If the Board retains the individual, Foreside agrees that it will continue to provide the services described in Sections 2(c) through (f) of this Agreement until such time as either party terminates the Agreement, in accordance with this Section 6.
(e) The provisions of Sections 2(d2(c), 3, 5, 6(e), 6(f), 8, 9, 1013, 12, 14(a) and 13 14(i) shall survive any the termination of this AgreementAgreement in accordance with this Section 6.
(f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Foreside or the Trust except by the specific written consent of the other party. This If the parties to this Agreement consent to assignment of all or any part of this Agreement, all terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderhereto.
Appears in 1 contract
Samples: Compliance Services Agreement (Hirtle Callaghan Trust)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective on September __May 24, 20052002. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies or the Funds.
(b) This Thi Agreement shall continue in effect with respect to a Fund until terminated.
(c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty (i) by the applicable Board on 60 days' written notice to Citigroup Forum or (ii) by Citigroup Forum on 60 days' written notice to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where the other party has materially breached any of its obligations hereunder including, with respect to CitigroupForum, the failure by Citigroup Forum to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(e) The provisions of Sections 2(d), 3, 5, 6(e), 6(f), 8, 9, 10, 12, and 13 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Forum may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup Forum or (ii) subcontract for the performance hereof with any entity, including an affiliate of CitigroupForum; PROVIDED HOWEVERprovided however, that Citigroup Forum shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup Forum is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderomissions.
Appears in 1 contract
Samples: Administration Agreement (North American Government Bond Fund Inc)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Atlantic and the Trust on September __the date first above written (“Effective Date”). This Agreement shall have a term of not more than 78 days from the Effective Date and shall thereafter continue for additional periods, 2005in the event that the De-conversion of Services to the Fund’s newly-designated service provider, as contemplated in the preamble to this Agreement, has not been completed. For purposes hereof, a “period” shall be fifteen calendar days. This Agreement shall become effective with respect to the Fund on the Effective Date. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies Trust or the FundsFund; provided that the fees and liability and indemnification agreement provisions applicable to services provided and acts or failure to act before the Effective Date shall be the agreement provisions in effect at the time under the Prior Agreements.
(b) This Agreement shall continue in effect with respect to a Fund until terminatedterminated in its entirety.
(c) This Agreement may be terminated with respect to a Fund at any time, in its entirety without the payment of any penalty penalty:
(i) with or without cause, at any time, by either party on the applicable Board on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 days' date specified in a written notice to the applicable Company.other party provided not less than ten (10) days prior to the termination date specified in the notice, which termination date shall be no earlier than five (days) prior to the end of the then current period if both parties agree that the De-conversion process is complete; and provided that in the event Atlantic gives notice of termination, the Board may delay the termination for up to 30 days upon written notice to Atlantic and a finding that doing so is in the best interest of shareholders of the Fund; and
(dii) This Agreement may be terminated with respect to a Fund for cause at any time where by the non-breaching party on at least ten (10) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty ; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party.
(ed) The provisions Upon notice of Sections 2(d), 3, 5, 6(e), 6(f), 8, 9, 10, 12, and 13 shall survive any termination by either party of this Agreement.
(f, in its entirety or with respect to the Fund or any Service provided to the Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) Except as otherwise provided in the establishment of the books and records necessary to carry out the successor service providers’ responsibilities. Should the Trust exercise its right to terminate this Agreement, neither the Trust shall reimburse Atlantic for Atlantic’s reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor’s responsibilities (“termination costs”); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement nor any rights pursuant to clause (ii) of subsection (c) above or obligations under if Atlantic terminates this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure pursuant to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, clause (i) assign this agreement to any affiliate of Citigroup or subsection (iic) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderabove.
Appears in 1 contract
Samples: Transfer Agency Services Agreement (Professionally Managed Portfolios)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Atlantic and the Trust on September __, 2005the date first above written ("Effective Date"). This Agreement shall continue in effect until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust's Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination").
(c) This Agreement may be terminated with respect to in its entirety or there may be a Fund at any timePartial Termination, without the payment of any penalty penalty:
(i) with or without cause, at any time, by either Party on the date specified in a written notice to the other Party provided not less than 120 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that dong so is in the best interest of shareholders of the affected Fund or Funds;
(ii) for cause at any time by the applicable Board non-breaching Party on 60 at least sixty (60) days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice thereof to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where other Party, if the other party Party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard Standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty Care; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party Party has cured such breach to the reasonable satisfaction of the non-breaching partyParty; and
(iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.
(d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor's responsibilities and Atlantic's out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has reimbursement obligations).
(e) The provisions of Sections 2(dSECTION 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)), 3, 5, 6(e), 6(f), 8, 9, 10, 12, SECTION 13 and 13 SECTION 15 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party Party without the written consent of the other partyParty. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Atlantic may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate Affiliate of Citigroup Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupAtlantic; PROVIDED HOWEVERprovided however, that Citigroup Atlantic shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citigroup Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.
Appears in 1 contract
Samples: Services Agreement (Forum Funds Ii)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective with respect to each Fund or Class on the later of September __17, 20051999 or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies or the Funds.
(b) This Agreement shall continue in effect with respect to a each Fund until September 30, 2002 (the "Initial Term") and shall continue in effect thereafter until terminated.
(c) This Notwithstanding Section 5(b), this Agreement may be terminated with respect to a Fund any or all Funds at any timetime after the expiration of the Initial Term, without the payment of any penalty (i) by the applicable Board on 60 days' written notice to Citigroup Forum or (ii) by Citigroup Forum on 60 days' written notice to the applicable CompanyTrust.
(d) This Notwithstanding Section 5(b), this Agreement may be terminated with respect to a Fund by either party hereto at any time where without notice, whether prior to or after the expiration of the Initial Term, if:
(i) the other party has materially breached breaches any material provision of its obligations hereunder including, with respect to Citigroupthis Agreement, the failure by Citigroup terminating party has provided written notice of such breach to act consistently with the standard breaching party and the breaching party has not cured the breach within 30 days of care set forth in Section 3(a). Termination pursuant to this subsection receipt of such notice; provided that such termination notice shall not be effective in less given more than thirty (30) 30 days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured the breach;
(ii) the other party becomes the subject of any federal or state bankruptcy proceeding that is not dismissed within 60 days after the initiation of such breach to proceeding; provided that such termination shall not occur more than 60 days after the reasonable satisfaction dismissal of such proceeding; or
(iii) the non-breaching partyother party (or in the case of Forum, the Administrator) is convicted of corporate criminal activity.
(e) Notwithstanding Section 5(b), this Agreement may be terminated by the Trust at any time, whether prior to or after the expiration of the Initial Term, if:
(i) Forum fails to meet or exceed [ ]% of the Service Standards:
(A) in any three consecutive months; or
(B) in any six months during any consecutive period of twelve months; or
(ii) the average cumulative Service Level Percentage (as defined below) is less than [ ]% in any consecutive period of six months. Compliance with the Service Standards shall be computed as a fraction, the numerator of which shall be the number of Service Standard criteria that were met or exceeded in the month and the denominator of which shall be the number of Service Standard criteria applicable in such month. The Service level Percentage shall mean such fraction expressed as a percentage. Nothing in this paragraph (e) shall in any way diminish the Trust's right to terminate this Agreement in the event of a breach of a material provision of this Agreement by Forum pursuant to Section 5(d).
(f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum at any time, whether prior to or after the expiration of the Initial Term, without the payment of any penalty on 180 days' written notice to the Trust.
(g) The provisions of Sections 2(d2(c), 3, 54, 6(e5(g), 6(f5(h), 7, 8, 9, 109(b), 12, 13 and 13 14 shall survive any termination of this Agreement.
(fh) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Forum or the Trust except by the specific written consent of the other party. This All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderhereto.
Appears in 1 contract
Samples: Fund Accounting Agreement (Wells Fargo Funds Trust)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Atlantic and the Trust on September __, 2005the date first above written ("Effective Date"). This Agreement shall continue in effect until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust's Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service described in any one or more of the parts of Appendix A provided to a Fund (a "Partial Termination").
(c) This Agreement may be terminated with respect to in its entirety or there may be a Fund at any timePartial Termination, without the payment of any penalty penalty:
(i) with or without cause, at any time, by either party on the date specified in a written notice to the other party provided not less than 120 days (60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that dong so is in the best interest of shareholders of the affected Fund or Funds;
(ii) for cause at any time by the applicable Board non-breaching party on 60 at least sixty (60) days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice thereof to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard of care set forth in Section 3(a4(a). Termination pursuant to this subsection shall not be effective in less than thirty ; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching party; and
(iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.
(d) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers' responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Atlantic for Atlantic's reasonable costs associated with the copying and movement of records and material to any successor person and providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor's responsibilities ("termination costs"); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (ii) of subsection (c) above or if Atlantic terminates this Agreement pursuant to clause (i) of subsection (c) above.
(e) The provisions of Sections 2(d), 34, 5, 6(e), 6(f)6, 8, 9, 10, 12, 15 and 13 17 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Atlantic may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate Affiliate of Citigroup Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupAtlantic; PROVIDED HOWEVERprovidedhowever, that Citigroup Atlantic shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citigroup Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; providedhowever, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.
Appears in 1 contract
Samples: Services Agreement (Forum Funds)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Atlantic and the Trust on September __, 2005the date first above written (“Effective Date”). This Agreement shall continue in effect until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust’s Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service described in any one or more of the parts of Appendix A provided to a Fund (a “Partial Termination”).
(c) This Agreement may be terminated with respect to in its entirety or there may be a Fund at any timePartial Termination, without the payment of any penalty penalty:
(i) with or without cause, at any time, by either Party on the applicable Board on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 days' date specified in a written notice to the applicable Company.
other Party provided not less than 120 days (d) This Agreement may be terminated 60 days with respect to the Services described in Part IV of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part IV of Appendix A), Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that doing so is in the best interest of shareholders of the affected Fund or Funds;
(ii) for cause at any time where by the non-breaching Party on at least sixty (60) days’ written notice thereof to the other party Party, if the other Party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard Standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty Care; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party Party has cured such breach to the reasonable satisfaction of the non-breaching partyParty; and
(iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part IV of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part IV of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part IV of Appendix A. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.
(d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers’ responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Atlantic for Atlantic’s reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor’s responsibilities and Atlantic’s out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder (“termination costs”); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has reimbursement obligations).
(e) The provisions of Sections 2(dSECTION 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)), 3, 5, 6(e), 6(f), 8, 9, 10, 12, SECTION 15 and 13 SECTION 17 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party Party without the written consent of the other partyParty. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Atlantic may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate Affiliate of Citigroup Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupAtlantic; PROVIDED HOWEVERprovided however, that Citigroup Atlantic shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citigroup Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.
Appears in 1 contract
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective on September __the later of (i) the date first written above or (ii) the date that this Agreement is approved by the Trust’s board of trustees, 2005including a majority of trustees who are not interested persons (as defined in the 0000 Xxx) of the Trust. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate to the Companies or the FundsTrust.
(b) This Agreement shall continue in effect with respect to a Fund until terminatedterminated and shall be renewed annually, the first renewal occurring no later than April 9, 2009.
(c) This Agreement may be terminated with respect to a Fund at any time, without the payment of any penalty (i) by the applicable Board Sole Trustee on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund at any time where the other party has materially breached any of its obligations hereunder including, with respect to Citigroup, the failure by Citigroup to act consistently with the standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty (30) days after written notice, (ii) subject to Board ratification, by the Board on sixty (60) days’ written notice thereof from to FCS or (iii) by FCS on sixty (60) days’ written notice to the non-breaching party, which termination notice shall describe the breachTrust; provided, however, that no such termination shall be effective ifthe Board will have the right and authority to terminate the Trust’s relationship with the CCO at any time, with respect or without cause.
(d) Should the person acting as CCO be terminated by FCS, the Board retains the right to any breach that terminate the CCO as the Trust’s CCO as described in (c) above. In this case, FCS will provide a temporary CCO until a new, permanent one is capable of being cured, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching partyfound.
(e) The provisions of Sections 2(d), 3, 55(b), 5(d), 6(e), 6(f), 7, 8, 9, 10, 12, 12(a) and 13 12(i) shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either FCS or the Trust except by the specific written consent of the other party. This If the parties to this Agreement consent to assignment of all or any part of this Agreement, all terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderhereto.
Appears in 1 contract
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective on September __the Effective Date and shall continue in full force and effect for an initial term of three (3) years from the Effective Date. Thereafter, 2005. Upon effectiveness this Agreement shall automatically renew for successive one-year terms (each such period, a “Renewal Term”), unless terminated by any party giving written notice of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as such Agreement may have been deemed to relate non-renewal at least ninety (90) days prior to the Companies or last day of the Fundsthen-current Renewal Term.
(b) This Agreement shall continue in effect until terminated (i) in its entirety, or (ii) with respect to the Services described in any one or more of the parts of Appendix A, in any one or more of the parts (a Fund until terminated“Partial Termination”).
(c) This Agreement may be terminated with respect to in its entirety or there may be a Fund at any timePartial Termination, without the payment of any penalty (i) by the applicable Board on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 days' written notice to the applicable Company.
(d) This Agreement may be terminated with respect to a Fund penalty, for cause at any time where by the non-breaching party on at least forty-five (45) days’ written notice thereof to the other party, if the other party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard Standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty Care; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party has cured such breach to the reasonable satisfaction of the non-breaching partyparty and the non-breaching party agrees to withdraw the termination notice. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.
(d) Upon notice of termination by either party of this Agreement, in its entirety or with respect to any Service provided to the Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers’ responsibilities. Should the Fund or Atlantic exercise its right to terminate this Agreement, the Fund shall reimburse Atlantic for Atlantic’s reasonable costs associated with the copying and movement of records and material to any successor person, for providing assistance to any successor person in the establishment of the accounts and records necessary to carry out the successor’s responsibilities and for any out-of-pocket fees or expenses incurred by Atlantic in respect of the cancellation or termination of third party services provided in support of the services rendered by Atlantic pursuant to this Agreement (“termination costs”); provided, however, that, notwithstanding anything herein to the contrary, the Fund shall have no obligation to reimburse Atlantic for its termination costs if the Fund terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Fund as to which the Fund has reimbursement obligations).
(e) The provisions of Sections 2(d)3, 34, 5, 6(e)6, 6(f)7, 8, 9, 10, 12, and 13 10 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party without the written consent of the other party. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Fund, Atlantic may, without further consent on the part of any Companythe Fund, (i) assign this agreement to any affiliate of Citigroup Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate of CitigroupAtlantic; PROVIDED HOWEVERprovided however, that Citigroup Atlantic shall be as fully responsible to the Company Fund for the acts and omissions of any assignee or subcontractor as Citigroup Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Fund to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (i) Atlantic shall not be liable for the acts or omissions of (A) any Non-Discretionary Subcontractors or (B) any assignee provided that the Fund has consented to such assignment and (ii) Atlantic may subcontract for the performance hereof with any of its affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Fund for the acts and omissions of such affiliate as Atlantic is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Fund to Atlantic under this Agreement for the Services.
Appears in 1 contract
Samples: Services Agreement (Fundrise Growth Tech Fund, LLC)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective with respect to each Fund or Class on September __the later of October 1, 20051999 or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies or the Funds.
(b) This Agreement shall continue in effect with respect to a each Fund until terminatedDecember 31, 2002 (the "Initial Term") and shall continue in effect thereafter for successive one year periods unless earlier terminated in accordance with this Section or until the Fund ceases operations.
(c) This Notwithstanding Section 5(b), this Agreement may be terminated with respect to a Fund any or all Funds by the Board or Forum at any time, time without the payment of any penalty notice if:
(i) by the applicable Board on 60 days' other party breaches any material provision of this Agreement, the terminating party has provided written notice of such breach to Citigroup or the breaching party and the breaching party has not cured the breach within 30 days of receipt of such notice; provided that such termination rights may not be exercised more than 30 days after the breaching party has cured the breach;
(ii) by Citigroup on the other party becomes the subject of any federal or state bankruptcy proceeding that is not dismissed within 60 days' written notice to days after the applicable Companyinitiation of such proceeding; provided that such termination shall not occur more than 60 days after the dismissal of such proceeding; or
(iii) the other party (or in the case of Forum, the Administrator) is convicted of corporate criminal activity.
(d) This Notwithstanding Section 5(b), this Agreement may be terminated with respect to a Fund any or all Funds by the Board at any time where with 180 days' notice prior to the expiration of the Initial Term if Forum fails to meet or exceed its Service Standard Percentage:
(i) in any four consecutive months; or
(ii) in any six months during any consecutive period of twelve months. The Service Standard Percentage and whether Forum met or exceeded it shall be calculated each month. Forum shall meet or exceed the Service Standard Percentage for a given month if Forum meets or exceeds at least 3 (three) of the 5 (five) Service Standard criteria listed in Appendix B. For these purposes, each of the Service Standard criteria shall be measured on an aggregate basis for all Funds combined with all "Funds" that are included as "Funds" in a Fund Accounting Agreement between Forum and Xxxxx Fargo Variable Trust or between Forum and Xxxxx Fargo Core Trust, if any (to the extent that the comparable Service Standard criteria exist for such other party has materially breached any Funds). The Trust may change this standard and require that Forum shall meet or exceed the Service Standard Percentage for a given month if Forum meets or exceeds at least 4 (four) of its obligations hereunder including, the 5 (five) Service Standard criteria listed in Appendix B. Such change may only be made with respect to Citigroupthe month of April 2001 and all months thereafter and only upon 60 days' notice to Forum. Notwithstanding anything to the contrary, Forum shall use its best efforts to satisfy all Service Standard criteria and score at least 99.8 each month on each Service Standard criteria. Nothing in this subsection (d) shall in any way diminish the Trust's right to terminate this Agreement in the event of a breach of a material provision of this Agreement by Forum pursuant to Section 5(c).
(e) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time after the date that is 180 days prior to the expiration of the Initial Term on 180 days' written notice to Forum.
(f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum at any time on 180 days' written notice to the Trust.
(g) Notwithstanding Section 5(b), this Agreement may be terminated with respect to any or all Funds by the Board at any time if Xxxxx Fargo & Company directly or indirectly acquires, is acquired by, merges, consolidates or otherwise reorganizes with (a "Reorganization") any company and immediately thereafter (i) Xxxxx Fargo & Company or its successor controls or is under common control with any company that provides in the normal course of business the services listed in Section 2, whether generally to the mutual fund industry or only to mutual funds advised or sponsored by its affiliates or (ii) Xxxxx Fargo & Company or an affiliate of it advises a family of mutual funds for which the services listed in Section 2 are performed by a company not affiliated with Xxxxx Fargo & Company. Such termination may be made at any time after the occurrence of the event described in the preceding sentence by the Board on 90 days' written notice to Forum. In the event that the Trust elects to terminate this Agreement pursuant to clause (i) of this subsection with respect to a Fund, the failure by Citigroup Trust shall pay Forum twelve (the "multiplier") times the greater of (x) the monthly average fees due to act consistently with Forum under this Agreement during the standard last three whole months prior to the Reorganization and (y) the monthly average fees paid to Forum during the last three whole months prior to delivery of care set forth in Section 3(athe notice of termination ("Termination Fee"). Termination pursuant The multiplier will be reduced one-twelfth for each three full calendar month period after December 31, 1999 that expires prior to this subsection shall not be effective in less than thirty (30) days after written notice thereof from the non-breaching party, which termination notice shall describe the breachReorganization; provided, however, that no such termination the multiplier shall be effective ifat least four. If notice of termination under this subsection is given on or before March 31, 2000 with respect to any breach that is capable of being cured, within such thirty (30) day period a Fund the breaching party has cured such breach to Termination Fee shall be $6,400,000 divided by the reasonable satisfaction sum of the nonnumber of Funds plus the number of "Funds" as that term is defined in the Fund Accounting Agreement for Xxxxx Fargo Variable Trust and Xxxxx Fargo Core Trust. In the event that the Trust elects to terminate this Agreement pursuant to clause (ii) of this subsection with respect to a Fund, the Trust shall pay Forum one and one-breaching partyhalf times the Termination Fee as calculated above.
(eh) Any termination in accordance with Sections 5(c) through 5(g) shall be without penalty.
(i) The provisions of Sections 2(d2(c), 3, 54, 6(e5(i), 6(f5(j), 7, 8, 9, 109(b), 12, 13 and 13 14 shall survive any termination of this Agreement.
(fj) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may not be assigned by any party without either Forum or the Trust except by the specific written consent of the other party. This Notwithstanding anything in this Agreement to the contrary, the transfer of ownership of all or part the equity interests in Forum to Forum's management staff or the heirs of Xxxx Xxxxxx shall not be deemed to be an assignment. All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderhereto.
Appears in 1 contract
Samples: Fund Accounting Agreement (Wells Fargo Funds Trust)
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective as between Atlantic and the Trust on September __, 2005the date first above written (“Effective Date”). This Agreement shall continue in effect until terminated. This Agreement shall become effective with respect to a new Fund on the later of the date that the Trust’s Registration Statement with respect to such Fund becomes effective or the date of the commencement of operations of the Fund. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies Trust or the Funds.
(b) This Agreement shall continue in effect (i) until terminated in its entirety or (ii), with respect to any Fund or with respect to the Services described in any one or more of the parts of Appendix A provided to any one or more of the Funds, until terminated as to a Fund until terminatedor a Service described in any one or more of the parts of Appendix A provided to a Fund (a “Partial Termination”).
(c) This Agreement may be terminated with respect to in its entirety or there may be a Fund at any timePartial Termination, without the payment of any penalty penalty:
(i) with or without cause, at any time, by either Party on the applicable Board on 60 days' written notice to Citigroup or (ii) by Citigroup on 60 days' date specified in a written notice to the applicable Company.
other Party provided not less than 120 days (d) This Agreement may be terminated 60 days with respect to the Services described in Part II of Appendix A) prior to the termination date specified in the notice, provided that in the event the Trust gives notice of a Partial Termination (other than with respect to the Services described in Part II of Appendix A), Atlantic shall have thirty (30) days to deliver notice that it intends to terminate any remaining portion, or the entirety, of this Agreement (and any such notice from Atlantic shall be deemed to have been given as of the date of the original notice from the Trust and with the same effective date as that set forth in such notice from the Trust); provided further, that in the event Atlantic gives notice of termination or of a Partial Termination, the Board may delay the termination or Partial Termination for up to 60 days upon written notice to Atlantic and a finding that doing so is in the best interest of shareholders of the affected Fund or Funds;
(ii) for cause at any time where by the non-breaching Party on at least sixty (60) days’ written notice thereof to the other party Party, if the other Party has materially breached any of its obligations hereunder including, with respect to CitigroupAtlantic, the failure by Citigroup Atlantic to act consistently with the standard Standard of care set forth in Section 3(a). Termination pursuant to this subsection shall not be effective in less than thirty Care; provided, however, that (30i) days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that and (ii) no such termination shall be effective if, with respect to any breach that is capable of being curedcured prior to the date set forth in the termination notice, within such thirty (30) day period the breaching party Party has cured such breach to the reasonable satisfaction of the non-breaching partyParty; and
(iii) the provisions of this Agreement related to any of the Services described in Sections 1 through 4 of Part II of Appendix A may be terminated at any time by the Board, effective upon the date set forth in the written notice to Atlantic, without the payment of any penalty; the remaining portions of this Agreement shall be considered severable and not affected. In the event of termination of any of the Services described in Sections 1 through 4 of Part II of Appendix A, the Parties will mutually agree upon the fees payable to Atlantic with respect to the other Services described in Part II of Appendix A. In the event of a Partial Termination the Parties shall agree to compensation with respect to the non-terminated Services in accordance with the Change Control Process.
(d) Upon notice of termination by either Party of this Agreement, in its entirety or with respect to any Fund or any Service provided to any Fund, Atlantic shall promptly transfer to any successor service providers the original or copies of all books and records maintained by Atlantic under this Agreement including, in the case of records maintained on computer systems, copies of such records in commercially reasonable, machine-readable form, and shall cooperate with, and provide reasonable assistance to, the successor service provider(s) in the establishment of the books and records necessary to carry out the successor service providers’ responsibilities. Should the Trust exercise its right to terminate this Agreement, the Trust shall reimburse Atlantic for Atlantic’s reasonable costs associated with the copying and movement of records and material to any successor Person, providing assistance to any successor Person in the establishment of the accounts and records necessary to carry out the successor’s responsibilities and Atlantic’s out-of-pocket costs incurred in the termination or modification of any agreements (including software and data licenses) with third parties that are used by Atlantic primarily for the purpose of providing Services to the Trust or any Fund hereunder (“termination costs”); provided, however, that, notwithstanding anything herein to the contrary, the Trust shall have no obligation to reimburse Atlantic for its costs if the Trust terminates this Agreement pursuant to clause (c)(ii) above or if Atlantic terminates this Agreement pursuant to clause (c)(i) above (other than termination by Atlantic following a Partial Termination by the Trust as to which the Trust has reimbursement obligations).
(e) The provisions of Sections 2(dSECTION 3, SECTION 4, SECTION 5, SECTION 7 (other than SECTION 7(a)), 3, 5, 6(e), 6(f), 8, 9, 10, 12, SECTION 13 and 13 SECTION 15 shall survive any termination of this Agreement.
(f) Except as otherwise provided in this Agreement, neither this Agreement nor any rights or obligations under this Agreement may be assigned by any party Party without the written consent of the other partyParty. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. Citigroup Subject to prior notice to the Trust, Atlantic may, without further consent on the part of any Companythe Trust, (i) assign this agreement to any affiliate Affiliate of Citigroup Atlantic or (ii) subcontract for the performance hereof with any entity, including an affiliate Affiliate of CitigroupAtlantic; PROVIDED HOWEVERprovided however, that Citigroup Atlantic shall be as fully responsible to the Company Trust for the acts and omissions of any assignee or subcontractor as Citigroup Atlantic is for its own acts and omissions under this Agreement and that no such assignment or subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services. Notwithstanding the foregoing, (A) Atlantic shall not be liable for the acts or omissions of (i) any Non-Discretionary Subcontractors or (ii) any assignee provided that the Trust has consented to such assignment and (B) Atlantic may subcontract for the performance hereof with any of its Affiliates without prior notice; provided however, that Atlantic shall be as fully responsible to the Trust for the acts and omissions of such Affiliate as Atlantic is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderno such subcontract will increase the compensation payable by the Trust to Atlantic under this Agreement for the Services.
Appears in 1 contract
EFFECTIVENESS, DURATION, TERMINATION AND ASSIGNMENT. (a) This Agreement, as amended and restated, Agreement shall become effective with respect to each Fund or Class on the later of September __17, 20051999 or the date of the commencement of operations of the Fund or Class. Upon effectiveness of this amended and restated Agreement, it shall supersede all previous agreements between the parties hereto covering the subject matter hereof insofar as any such Agreement agreement may have been deemed to relate to the Companies or the Funds.
(b) This Agreement shall continue in effect with respect to a each Fund until September 30, 2002 (the "Initial Term") and shall continue in effect thereafter until terminated.
(c) This Notwithstanding Section 5(b), this Agreement may be terminated with respect to a Fund any or all Funds at any timetime after the expiration of the Initial Term, without the payment of any penalty (i) by the applicable Board on 60 days' written notice to Citigroup Forum or (ii) by Citigroup Forum on 60 days' written notice to the applicable CompanyTrust.
(d) This Notwithstanding Section 5(b), this Agreement may be terminated with respect to a Fund by either party hereto at any time where without notice, whether prior to or after the expiration of the Initial Term, if:
(i) the other party has materially breached breaches any material provision of its obligations hereunder including, with respect to Citigroupthis Agreement, the failure by Citigroup terminating party has provided written notice of such breach to act consistently with the standard breaching party and the breaching party has not cured the breach within 30 days of care set forth in Section 3(a). Termination pursuant to this subsection receipt of such notice; provided that such termination notice shall not be effective in less given more than thirty (30) 30 days after written notice thereof from the non-breaching party, which termination notice shall describe the breach; provided, however, that no such termination shall be effective if, with respect to any breach that is capable of being cured, within such thirty (30) day period the breaching party has cured the breach;
(ii) the other party becomes the subject of any federal or state bankruptcy proceeding that is not dismissed within 60 days after the initiation of such breach to proceeding; provided that such termination shall not occur more than 60 days after the reasonable satisfaction dismissal of such proceeding; or
(iii) the non-breaching partyother party (or in the case of Forum, the Administrator) is convicted of corporate criminal activity.
(e) Notwithstanding Section 5(b), this Agreement may be terminated by the Trust at any time, whether prior to or after the expiration of the Initial Term, if:
(i) Forum fails to meet or exceed [ ]% of the Service Standards:
(A) in any three consecutive months; or
(B) in any six months during any consecutive period of twelve months;or
(ii) the average cumulative Service Level Percentage (as defined below) is less than [ ]% in any consecutive period of six months. Compliance with the Service Standards shall be computed as a fraction, the numerator of which shall be the number of Service Standard criteria that were met or exceeded in the month and the denominator of which shall be the number of Service Standard criteria applicable in such month. The Service level Percentage shall mean such fraction expressed as a percentage. Nothing in this paragraph (e) shall in any way diminish the Trust's right to terminate this Agreement in the event of a breach of a material provision of this Agreement by Forum pursuant to Section 5(d).
(f) Notwithstanding Section 5(b), this Agreement may be terminated by Forum at any time, whether prior to or after the expiration of the Initial Term, without the payment of any penalty on 180 days' written notice to the Trust.
(g) The provisions of Sections 2(d2(c), 3, 54, 6(e5(g), 6(f5(h), 7, 8, 9, 109(b), 12, 13 and 13 14 shall survive any termination of this Agreement.
(fh) Except as otherwise provided in this Agreement, neither this This Agreement nor any and the rights or obligations and duties under this Agreement may otherwise shall not be assigned assignable by any party without either Forum or the Trust except by the specific written consent of the other party. This All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be binding upon enforceable by the respective successors and assigns of the parties and their respective permitted successors and assigns. Citigroup may, without further consent on the part of any Company, (i) assign this agreement to any affiliate of Citigroup or (ii) subcontract for the performance hereof with any entity, including an affiliate of Citigroup; PROVIDED HOWEVER, that Citigroup shall be as fully responsible to the Company for the acts and omissions of any subcontractor as Citigroup is for its own acts and omissions and that Citigroup shall not be relieved of any of its responsibilities hereunderhereto.
Appears in 1 contract
Samples: Fund Accounting Agreement (Wells Fargo Variable Trust)
