Common use of Notes and Conditions to Financial Intermediaries Services Clause in Contracts

Notes and Conditions to Financial Intermediaries Services. Atlantic is authorized to conduct transactions through Fund/SERV and Networking for the Trust or various Funds subject to the terms of this Agreement. Fund/SERV and Networking are services sponsored by the NSCC and as used herein have the meanings as set forth in the then current edition of NSCC Rules and Procedures published by NSCC or such other similar publication as may exist from time to time. (a) If any Fund fails to settle any trade of Shares (a "settlement failure") transacted over the FundServ network, the Trust or the Adviser shall, prior to one hour before the next settlement of Shares, (i) notify Atlantic about the settlement failure and (ii) provide Atlantic with a description of the specific remedial and prospective actions proposed to be taken by the Trust or the Adviser in order to remedy such settlement failure and avoid any settlement failures in the future (a "remediation plan"). If (i) the Trust or the Adviser fails to notify Atlantic about a settlement failure on a timely basis and (ii) the Trust or the Adviser fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Atlantic's reasonable opinion), then, upon written notice to the Trust, Atlantic may terminate the performance of any Services rendered to the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; (b) If Atlantic is or, in Atlantic's reasonable opinion Atlantic may be, subject to any disciplinary action by NSCC, including fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "NSCC sanction") that is proximately caused by conduct of a Fund or its agents (other than Atlantic) that contravenes this agreement or that contravenes any agreement between the Fund or the Trust and NSCC, then Atlantic may, in its sole discretion, demand in writing that the Fund provide Atlantic with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid the NSCC sanction. If the Fund does not within seven (7) days of such demand provide adequate assurances satisfactory to Atlantic in response to any NSCC sanction, then, upon written notice to the Trust, Atlantic may terminate the performance of any Services rendered to that Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; and (c) Notwithstanding the foregoing, Atlantic may terminate the performance of any Services rendered the Trust under Section 5.1 of this Appendix A (Part III) immediately and without penalty upon written notice to the Trust if Atlantic is subject to more than one NSCC sanction by NSCC during the term of this Agreement, that are proximately caused by conduct of the Trust or its agents (other than Atlantic).

Notes and Conditions to Financial Intermediaries Services. Atlantic is The Trust has authorized Citibank to conduct transactions through Fund/SERV and Networking for the Trust or various Funds Funds, and Citibank agrees to do so subject to the terms of this Agreement. Fund/SERV and Networking are services sponsored by the NSCC National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC Rules and Procedures published by NSCC or such other similar publication as may exist from time to time. (a) If any Fund fails to settle any trade of Shares (a "settlement failureSETTLEMENT FAILURE") transacted over the FundServ network, the Trust or the Adviser shall, prior to one hour before the next settlement of Shares, (i) notify Atlantic Citibank about the settlement failure and (ii) provide Atlantic Citibank with a description of the specific remedial and prospective actions proposed to be taken by the Trust or the Adviser in order to remedy such settlement failure and avoid any settlement failures in the future (a "remediation plan"). If If (i) the Trust or the Adviser fails to notify Atlantic Citibank about a settlement failure on a timely basis and (ii) the Trust or the Adviser fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in AtlanticCitibank's reasonable opinion), then, upon written notice to the APPENDIX E - TRANSFER AGENCY SERVICES Trust, Atlantic Citibank may terminate the performance of any Services services rendered to the Fund under Section 5.1 of this Appendix A (Part III) E immediately and without penalty;. (b) If Atlantic Citibank is or, in AtlanticCitibank's reasonable opinion Atlantic Citibank may be, subject to any disciplinary action by NSCC, including including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "NSCC sanctionSANCTION") that is proximately caused by conduct of a Fund or its agents (other than AtlanticCitibank) that contravenes this agreement or that contravenes any agreement between the Fund or the Trust and NSCC, then Atlantic Citibank may, in its sole discretion, demand in writing that the Fund provide Atlantic Citibank with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid the NSCC sanction. If the Fund does not within seven (7) days of such demand provide adequate assurances satisfactory to Atlantic Citibank in response to any NSCC sanction, then, upon written notice to the Trust, Atlantic Citibank may terminate the performance of any Services services rendered to that Fund under Section 5.1 of this Appendix A (Part III) E immediately and without penalty; and. (c) Notwithstanding the foregoing, Atlantic Citibank may terminate the performance of any Services services rendered the Trust under Section 5.1 of this Appendix A (Part III) E immediately and without penalty upon written notice to the Trust if Atlantic Citibank is subject to more than one NSCC sanction by NSCC during the term of this Agreement, that are proximately caused by conduct of the Trust or its agents (other than AtlanticCitibank). (d) The Trust shall indemnify and hold Citibank harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributable to any action or failure or omission to act by NSCC. Citibank will subrogate to the Trust any legal claims Citibank has against NSCC and will, if reasonably requested by the Trust, sign all documents necessary for the Trust to pursue such claims.

Notes and Conditions to Financial Intermediaries Services. Atlantic is authorized to conduct transactions through Fund/SERV and Networking for the Trust or various Funds subject to the terms of this Agreement. Fund/SERV and Networking are services sponsored by the NSCC and as used herein have the meanings as set forth in the then current edition of NSCC Rules and Procedures published by NSCC or such other similar publication as may exist from time to time. (a) If any Fund fails to settle any trade of Shares (a "“settlement failure"”) transacted over the FundServ network, the Trust or the Adviser shall, prior to one hour before the next settlement of Shares, (i) notify Atlantic about the settlement failure and (ii) provide Atlantic with a description of the specific remedial and prospective actions proposed to be taken by the Trust or the Adviser in order to remedy such settlement failure and avoid any settlement failures in the future (a "“remediation plan"”). If (i) the Trust or the Adviser fails to notify Atlantic about a settlement failure on a timely basis and (ii) the Trust or the Adviser fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Atlantic's reasonable opinion), then, upon written notice to the Trust, Atlantic may terminate the performance of any Services rendered to the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; (b) If Atlantic is or, in Atlantic's ’s reasonable opinion Atlantic may be, subject to any disciplinary action by NSCC, including fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "“NSCC sanction"”) that is proximately caused by conduct of a Fund or its agents (other than Atlantic) that contravenes this agreement or that contravenes any agreement between the Fund or the Trust and NSCC, then Atlantic may, in its sole discretion, demand in writing that the Fund provide Atlantic with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid the NSCC sanction. If the Fund does not within seven (7) days of such demand provide adequate assurances satisfactory to Atlantic in response to any NSCC sanction, then, upon written notice to the Trust, Atlantic may terminate the performance of any Services rendered to that Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; and (c) Notwithstanding the foregoing, Atlantic may terminate the performance of any Services rendered the Trust under Section 5.1 of this Appendix A (Part III) immediately and without penalty upon written notice to the Trust if Atlantic is subject to more than one NSCC sanction by NSCC during the term of this Agreement, that are proximately caused by conduct of the Trust or its agents (other than Atlantic).

Notes and Conditions to Financial Intermediaries Services. The Trust has authorized Atlantic is authorized to conduct transactions through Fund/SERV and Networking for the Trust or various Funds Funds, and Atlantic agrees to do so subject to the terms of this Agreement. Fund/SERV and Networking are services sponsored by the NSCC National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC Rules and Procedures published by NSCC or such other similar publication as may exist from time to time. (a) If any Fund fails to settle any trade of Shares (a "settlement failure") transacted over the FundServ network, the Trust or the Adviser shall, prior to one hour before the next settlement of Shares, (i) notify Atlantic about the settlement failure and (ii) provide Atlantic with a description of the specific remedial and prospective actions proposed to be taken by the Trust or the Adviser in order to remedy such settlement failure and avoid any settlement failures in the future (a "remediation plan"). If (i) the Trust or the Adviser fails to notify Atlantic about a settlement failure on a timely basis and (ii) the Trust or the Adviser fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Atlantic's reasonable opinion), then, upon written notice to the Trust, Atlantic may terminate the performance of any Services services rendered to the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty;. (b) If Atlantic is or, in Atlantic's reasonable opinion Atlantic may be, subject to any disciplinary action by NSCC, including fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "NSCC sanction") that is proximately caused by conduct of a Fund or its agents (other than Atlantic) that contravenes this agreement or that contravenes any agreement between the Fund or the Trust and NSCC, then Atlantic may, in its sole discretion, demand in writing that the Fund provide Atlantic with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid the NSCC sanction. If the Fund does not within seven (7) days of such demand provide adequate assurances satisfactory to Atlantic in response to any NSCC sanction, then, upon written notice to the Trust, Atlantic may terminate the performance of any Services services rendered to that Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; and. (c) Notwithstanding the foregoing, Atlantic may terminate the performance of any Services services rendered the Trust under Section 5.1 of this Appendix A (Part III) immediately and without penalty upon written notice to the Trust if Atlantic is subject to more than one NSCC sanction by NSCC during the term of this Agreement, that are proximately caused by conduct of the Trust or its agents (other than Atlantic). (d) The Trust shall indemnify and hold Atlantic harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributable to any action or failure or omission to act by NSCC. Atlantic will subrogate to the Trust any legal claims Atlantic has against NSCC and will, if reasonably requested by the Trust, sign all documents necessary for the Trust to pursue such claims.

Notes and Conditions to Financial Intermediaries Services. Atlantic TA is authorized to conduct transactions through Fund/SERV and Networking for the Trust or various Funds subject to the terms of this Agreement. Fund/SERV and Networking are services sponsored by the NSCC and as used herein have the meanings as set forth in the then current edition of NSCC Rules and Procedures published by NSCC or such other similar publication as may exist from time to time. (a) If any Fund fails to settle any trade of Shares (a "“settlement failure"”) transacted over the FundServ network, the Trust or the Adviser shall, prior to one hour before the next settlement of Shares, (i) notify Atlantic TA about the settlement failure and (ii) provide Atlantic TA with a description of the specific remedial and prospective actions proposed to be taken by the Trust or the Adviser in order to remedy such settlement failure and avoid any settlement failures in the future (a "“remediation plan"”). If (i) the Trust or the Adviser fails to notify Atlantic TA about a settlement failure on a timely basis and (ii) the Trust or the Adviser fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Atlantic's reasonable opinion), then, upon written notice to the Trust, Atlantic TA may terminate the performance of any Services rendered to the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; (b) If Atlantic TA is or, in Atlantic's Atlantic TA’s reasonable opinion Atlantic TA may be, subject to any disciplinary action by NSCC, including fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "“NSCC sanction"”) that is proximately caused by conduct of a Fund or its agents (other than Atlantic) that contravenes this agreement or that contravenes any agreement between the Fund or the Trust and NSCC, then Atlantic TA may, in its sole discretion, demand in writing that the Fund provide Atlantic TA with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid the NSCC sanction. If the Fund does not within seven (7) days of such demand provide adequate assurances satisfactory to Atlantic TA in response to any NSCC sanction, then, upon written notice to the Trust, Atlantic TA may terminate the performance of any Services rendered to that Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; and (c) Notwithstanding the foregoing, Atlantic may terminate the performance of any Services rendered the Trust under Section 5.1 of this Appendix A (Part III) immediately and without penalty upon written notice to the Trust if Atlantic TA is subject to more than one NSCC sanction by NSCC during the term of this Agreement, that are proximately caused by conduct of the Trust or its agents (other than AtlanticAtlantic TA).

Notes and Conditions to Financial Intermediaries Services. Atlantic is authorized to conduct transactions through Fund/SERV and Networking for the Trust or various Funds Fund subject to the terms of this Agreement. Fund/SERV and Networking are services sponsored by the NSCC and as used herein have the meanings as set forth in the then current edition of NSCC Rules NSCCRules and Procedures published by NSCC or such other similar publication as may exist from time to time. (a) If any the Fund fails to settle any trade of Shares (a "settlement failure") transacted over the FundServ network, the Trust Fund or the Adviser shall, prior to one hour before the next settlement of Shares, (i) notify Atlantic about the settlement failure and (ii) provide Atlantic with a description of the specific remedial and prospective actions proposed to be taken by the Trust Fund or the Adviser in order to remedy such settlement failure and avoid any settlement failures in the future (a "remediation plan"). If (i) the Trust Fund or the Adviser fails to notify Atlantic about a settlement failure on a timely basis and (ii) the Trust Fund or the Adviser fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Atlantic's reasonable opinion), then, upon written notice to the TrustFund, Atlantic may terminate the performance of any Services rendered to the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; (b) If Atlantic is or, in Atlantic's reasonable opinion Atlantic may be, subject to any disciplinary action by NSCC, including fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "NSCC sanction") that is proximately caused by conduct of a the Fund or its agents (other than Atlantic) that contravenes this agreement Agreement or that contravenes any agreement between the Fund or the Trust and NSCC, then Atlantic may, in its sole discretion, demand in writing that the Fund provide Atlantic with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid the NSCC sanction. If the Fund does not within seven (7) days of such demand provide adequate assurances satisfactory to Atlantic in response to any NSCC sanction, then, upon written notice to the TrustFund, Atlantic may terminate the performance of any Services rendered to that the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; and (c) Notwithstanding the foregoing, Atlantic may terminate the performance of any Services rendered the Trust Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty upon written notice to the Trust Fund if Atlantic is subject to more than one NSCC sanction by NSCC during the term of this Agreement, that are proximately caused by conduct of the Trust Fund or its agents (other than Atlantic).

Notes and Conditions to Financial Intermediaries Services. The Trust has authorized Atlantic is authorized to conduct transactions through Fund/SERV and Networking for the Trust or various Funds Funds, and Atlantic agrees to do so subject to the terms of this Agreement. Fund/SERV and Networking are services sponsored by the NSCC National Securities Clearing Corporation (“NSCC”) and as used herein have the meanings as set forth in the then current edition of NSCC Rules and Procedures published by NSCC or such other similar publication as may exist from time to time. (a) If any Fund fails to settle any trade of Shares (a "“settlement failure"”) transacted over the FundServ network, the Trust or the Adviser shall, prior to one hour before the next settlement of Shares, (i) notify Atlantic about the settlement failure and (ii) provide Atlantic with a description of the specific remedial and prospective actions proposed to be taken by the Trust or the Adviser in order to remedy such settlement failure and avoid any settlement failures in the future (a "“remediation plan"”). If (i) the Trust or the Adviser fails to notify Atlantic about a settlement failure on a timely basis and (ii) the Trust or the Adviser fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Atlantic's reasonable opinion), then, upon written notice to the Trust, Atlantic may terminate the performance of any Services services rendered to the Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty;. (b) If Atlantic is or, in Atlantic's ’s reasonable opinion Atlantic may be, subject to any disciplinary action by NSCC, including including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an "“NSCC sanction"”) that is proximately caused by conduct of a Fund or its agents (other than Atlantic) that contravenes this agreement or that contravenes any agreement between the Fund or the Trust and NSCC, then Atlantic may, in its sole discretion, demand in writing that the Fund provide Atlantic with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid the NSCC sanction. If the Fund does not within seven (7) days of such demand provide adequate assurances satisfactory to Atlantic in response to any NSCC sanction, then, upon written notice to the Trust, Atlantic may terminate the performance of any Services services rendered to that Fund under Section 5.1 of this Appendix A (Part III) immediately and without penalty; and (c) Notwithstanding the foregoing, Atlantic may terminate the performance of any Services rendered the Trust under Section 5.1 of this Appendix A (Part III) immediately and without penalty upon written notice to the Trust if Atlantic is subject to more than one NSCC sanction by NSCC during the term of this Agreement, that are proximately caused by conduct of the Trust or its agents (other than Atlantic).