Performance Standard Exceptions. In determining the Administrator’s conformance with the Service Level Standards set forth herein, the Administrator shall be excused from its failure to achieve any Service Level Standard if such failure is caused by any of the following: (i) the Administrator does not receive, after proper and timely request, if applicable, proper and timely reporting from the Adviser, the custodian, transfer agent, pricing agent or other intermediary whose information is integral to the Administrator’s deliverables; (ii) the Administrator does not receive, after timely request, timely approvals and confirmations from the Trust and/or the Adviser, as required in connection with the Service Level Standards; or (iii) performance within the stated Service Level Standard is adversely affected by a change in the standards of a third party processing agent outside of the control of the Administrator or upon the occurrence of one or more circumstances or events of force majeure or equipment failure, as described in Article X of the Agreement. An event shall not be considered a Deficient Event to the extent that the Administrator’s errors or delays are caused by any of the exceptions set forth above or other circumstances outside the reasonable control of the Administrator, including, without limitation, any changes or updates not previously requested by the Trust during month-end processing. Such events shall not be included in the total number of Deficient Events for purposes of calculating the Quarterly Performance Rating during any quarter, but shall be considered as a Function.
Performance Standard Exceptions. In determining the Service Provider’s conformance with the KPI set forth herein, the Service Provider shall be excused from its failure to achieve any KPI if such failure is caused by any of the following: (i) the Service Provider does not receive, after proper and timely request, if applicable, proper and timely reporting from the Client, custodians, prime brokers, transfer agents, banks, pricing agents, investment manager and any outside agent whose information is integral to the Service Provider’s deliverables; (ii) the Service Provider does not receive, after timely request, timely approvals and confirmations from the Funds and the investment manager as required in connection with the performance standards; or (iii) performance within the stated KPI is adversely affected by a change in the standards of a third party processing agent outside of the control of the Service Provider or upon the occurrence of one or more circumstances or events of force majeure or equipment failure, as described in Section 2(D) of the Agreement. An Event shall not be considered a Deficient Event to the extent that the Service Provider’s errors or delays are caused by any of the exceptions set forth above or other circumstances outside the reasonable control of the Service Provider, including, without limitation, any changes or updates not previously requested by the Funds during month- end processing. Such Events shall not be included in the total number of Events for purposes of calculating the Performance Rating during any Calendar Quarter.
Performance Standard Exceptions. In connection with determining whether a Performance Rating constitutes a Performance Shortfall, Sub-Administrator will be excused from failure to satisfy a Performance Standard and such failure shall not be a Performance Shortfall if: (1) GXMC is in breach of its obligations under the Agreement; or is not acting in accordance with generally accepted industry practices; or is not acting in a manner to which the parties have otherwise mutually agreed in writing; (2) GXMC has delegated one or more of their obligations to third parties and such third parties do not perform within the requirements of the Agreement; (3) GXMC or any of its agents change data previously provided to Sub-Administrator or supply incorrect or incomplete instructions or data; or (4) performance within the stated KPI is adversely affected by (a) a change in the standards of a third party processing agent outside of the control of Sub-Administrator; (b) circumstances or events subject to Force Majeure; (c) Sub-Administrator’s obligations to comply with any law, including without limitation, any AML Laws or (d) a disaster recovery event. Additionally, Sub-Administrator will be excused from meeting a Performance Standard in instances where there is a significant one time increase in processing activity, such as but not limited to opening or closing of multiple Funds in a single measurement period. These types of activities are considered special projects, and, project scope, timelines, and resource requirements shall be reviewed with Sub-Administrator in advance of project initiation.
