Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment Manager. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes to the Governing Documents of a Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A. 2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement. 2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR), (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Law, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
Appears in 6 contracts
Samples: Services Agreement (CPG Vintage Access Fund V, LLC), Services Agreement (CPG Vintage Access Fund IV, LLC), Services Agreement (CPG Cooper Square International Equity, LLC)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform for the Fund the Services set forth in Schedule A for each of B and such other service schedules as may be added to this Agreement by the FundsParties (collectively, as applicable, and, if and to the extent specifically set forth therein, Investment Manager“Service Schedules”). SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A the Service Schedules, or take any other action except as specifically listed in Schedule A a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager the Trust or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.the Service Schedules and related Fee Letter.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required consent by a Fund consent to such delegation delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to object to a particular arrangement. SS&C shall be responsible for the services delivered by, and the acts and omissions of, any delegate as if SS&C had provided such services and committed such acts and omissions itself. Where required, such delegate shall be a duly registered transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). Unless otherwise agreed in a fee schedule, approved in writing by the Fund, SS&C shall be responsible for the compensation of its delegates.
2.3. The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of SS&C’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Trust on behalf of a Fund (“Client Requested Software”) shall be at SS&C’s standard rates and fees in effect at the time. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client Requested Software, SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon.
Appears in 3 contracts
Samples: Transfer Agency Services Agreement (American Beacon Institutional Funds Trust), Transfer Agency Services Agreement (American Beacon Select Funds), Transfer Agency Services Agreement (American Beacon Funds)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, pay the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Datapersonal data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement.
Appears in 2 contracts
Samples: Services Agreement (Gemcorp Commodities Alternative Products Fund), Services Agreement (Pop Venture Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, Fund and, if and to the extent specifically set forth therein, Investment ManagerManagement. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Management requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager Management or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, pay the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, to the extent permitted by applicable Law, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.
Appears in 2 contracts
Samples: Services Agreement (FS MVP Private Markets Fund), Services Agreement (MVP Private Markets Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerClient. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Client requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager Company, or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund Client agrees to pay, pay the fees, charges and expenses applicable to it in accordance with, and in the manner set forth in in, the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by Client shall not limit SS&C’s rights of recourse against Client.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund Client consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund Client when making any material changes in sufficient detail to provide transparency and to enable Fund Client to object to a particular arrangement.
2.4. After the first anniversary of the Agreement and on each year thereafter, all fees reflected in Fee Letter will incur an annual cost of living increase as described in Fee Letter.
Appears in 2 contracts
Samples: Services Agreement (Silver Spike Investment Corp.), Services Agreement (Silver Spike Investment Corp.)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by Fund shall not limit SS&C’s rights of recourse against Fund.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Datapersonal data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement.
Appears in 1 contract
Samples: Services Agreement (List Income Opportunities Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform for the Company the Services set forth in Schedule A for each of B and such other service schedules as may be added to this Agreement by the FundsParties (collectively, as applicable, and, if and to the extent specifically set forth therein, Investment Manager“Service Schedules”). SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A the Service Schedules, or take any other action except as specifically listed in Schedule A a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager The Company requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager the Company or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.the Service Schedules. For clarification, this will include costs related changes to the software, systems or processes used by SS&C to provide the Services necessitated by change in applicable Law; provided in such case the Company will only be responsible for its pro-rata share of such cost.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund Company consent to such delegation delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPRSS&C shall be responsible for the acts and omissions of the delegated person), (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Law, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund the Company when making any material changes in sufficient detail to enable Fund the Company to object to a particular arrangement.
2.3. The Company agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of SS&C’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, the Company shall pay SS&C RS interest thereon (from the due date to the date of payment) at rate equal to one and one half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Company (“Company Requested Software”) shall be at SS&C’s standard rates and fees in effect at the time and shall be documented by the Parties in a written statement of work under this Agreement. Once per year, and thereafter upon the Company’s request, SS&C will provide the Company with its then standard rates and fees for the development of Company Requested Software. If the cost to SS&C of operating the TA2000 System is increased by the addition of Company Requested Software, SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon.
2.5. The Company may request a material modification of the Services provided under this Agreement by providing SS&C with a written request outlining the scope of such requested changes. SS&C will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Company with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why SS&C cannot implement the requested service change (“Change Notice Response”). In the event the Company and/or SS&C believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and SS&C may communicate with other similarly situated SS&C clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and SS&C shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Company’s obligation to pay SS&C fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.
Appears in 1 contract
Samples: Services Agreement (Apollo S3 Private Markets Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it in accordance with, and in the manner set forth in in, the fee letter dated April 6, 2022, that is part of the Services Agreement dated February 24, 2022 (the “Fee Letter”), which may be amended from time to time. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to (i) one or more of its Affiliates or other Persons (and any required ii) with the prior written consent of Fund consent to such delegation (which shall not be unreasonably revoked withheld or withheld in respect of any such delegationsrevoked), other Persons, provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
2.4. [Reserved]
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will shall at all times perform the Services set forth in Schedule A for each of the Fundsand its related duties and obligations, as applicablewith reasonable care, andskill, if prudence and to the extent specifically set forth therein, Investment Managerdiligence. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A A, or this Agreementas otherwise mutually agreed in writing by the Parties (including by electronic mail exchanged by authorized Persons, provided that such e-mails are memorialized in a writing signed by the Parties), and no other duties or obligations, including, valuation valuation-related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the ServicesFor clarification, including those necessitated by this will include costs related changes to the Governing Documents of a Fund software, systems or Investment Manager or a changes processes used by SS&C to provide the Services necessitated by change in applicable Law, ; provided in such case a Fund will only be binding on SS&C when they are reflected in an amendment to Schedule A.responsible for its pro-rata share of such costs.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or or, with Client’s prior written consent, to other Persons (and any required Fund consent to such delegation shall who are not be unreasonably revoked or withheld in respect Affiliates of any such delegations), provided that such Persons SS&C but are selected by SS&C subject to the standards of care set forth in good faith and with reasonable care and are monitored by SS&C. Section 2.1 hereof. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder or its liability hereunder.
2.3. Each Fund agrees to pay, the fees, charges and expenses as set out inthe fee schedule agreed upon by the parties in a separate letter (and if applicable pursuant to GDPRthe “Fee Letter”), which may be amended by the Parties from time to time, within thirty (ii30) days following the receipt of SS&C’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by a Fund (“Client Requested Software”) shall be at SS&C’s standard rates and fees in respect effect at the time. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client DataRequested Software, such delegation SS&C shall be subject entitled to a written agreement obliging the delegate increase its fees by an amount to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Law, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangementbe mutually agreed upon.
Appears in 1 contract
Samples: Transfer Agency Services Agreement (T. Rowe Price OHA Flexible Credit Income Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in consideration of the fees, expenses and related payment terms listed in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment Manager. B. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other obligations or duties or obligations, (including, valuation related, fiduciary or analogous duties or obligations, duties) shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes to the Governing Documents of a Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A..
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to to: (i) one or more of its Affiliates or (ii) other Persons (and any required Fund persons selected by SS&C with the prior written consent to such delegation shall of Client, which may not be unreasonably revoked withheld, delayed or withheld in respect of any such delegations)conditioned, provided that such Persons persons are selected in good faith and with reasonable care and are supervised and monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if the third party or Affiliate to which SS&C delegates its duties and obligations shall be subject to requirements relating to confidentiality and data privacy that are substantially similar to those applicable pursuant to GDPR), (ii) in respect of Client DataSS&C under this Agreement. If SS&C delegates any Services, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated not relieve SS&C of its duties and obligations hereunder and SS&C shall be responsible for the acts and omissions of SS&C as specified herein or as otherwise imposed by applicable Law, and (iii) if required by applicable Lawany delegatee. Upon Client’s written request, SS&C will identify such agents and the Services delegated and will update Fund when making shall provide a list of any of its delegatees performing Services.
2.3. SS&C shall promptly notify Client of any material changes in sufficient detail Action against SS&C that is reasonably expected to enable Fund materially impair SS&C’s ability to object to a particular arrangementperform its obligations under this Agreement.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the FundsClient with reasonable care, as applicableskill, and, if prudence and to the extent specifically set forth therein, Investment Managerdiligence. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Client requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager Client or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, pay the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund Client consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Datapersonal data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund Client when making any material changes in sufficient detail to provide transparency and to enable Fund Client to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.
Appears in 1 contract
Samples: Services Agreement (Gladstone Alternative Income Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerTrust. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Trust requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager Fund, or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund Trust agrees to pay, pay the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund Trust consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Datapersonal data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund Trust when making any material changes in sufficient detail to provide transparency and to enable Fund Trust to object to a particular arrangement.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform for the Fund, the Services set forth in Schedule A for each of and such other service schedules as may be added to this Agreement by the FundsParties (collectively, as applicable, and, if and to the extent specifically set forth therein, Investment Manager“Service Schedules”). SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or to take any other action except as specifically listed in Schedule A the Service Schedules to this Agreement, or in this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Management requests to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.the Service Schedules. For clarification, this will include costs related to changes to the software, systems or processes used by SS&C to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this AgreementAgreement and, subject to the written consent of the Fund, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations)Persons, provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. SS&C . If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Law, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to object to a particular arrangement.
2.3. The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by mutual written agreement of the Parties from time to time, within forty five (45) days following the receipt of SS&C ’s invoice, except for any fees and expenses that are subject to good faith dispute. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, Company shall pay SS&C interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at SS&C ’s standard rates and fees in effect at the time and shall be documented by the Parties in a written statement of work under this Agreement. Upon the Fund’s request, SS&C will provide the Fund with its standard rates and fees for the development of Client Requested Software. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client Requested Software, SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon by the Parties.
2.5. The Fund may request a material modification of the Services provided under this Agreement by providing SS&C with a written request outlining the scope of such requested changes. SS&C will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why SS&C cannot implement the requested service change.
2.6. Subject to Section 5.1(b)(v) below, SS&C shall use reasonable efforts to provide the same services with respect to any new, additional functions or features, or any changes or improvements to existing functions or features as provided for in the Fund’s instructions, prospectus or application as amended from time to time, provided that (i) SS&C is advised in advance by the Fund of any changes therein, (ii) the mode of operations utilized by SS&C as then constituted supports such additional functions and features, and (iii) the Parties have mutually agreed on any additional fees, if the new, additional functions or features increase the service level.
Appears in 1 contract
Samples: Services Agreement (HPS Corporate Capital Solutions Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the FundsClient with reasonable care, as applicableskill, and, if prudence and to the extent specifically set forth therein, Investment Managerdiligence. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Client requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund Company, or Investment Manager or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund Client agrees to pay, pay the fees, charges and expenses applicable to it in accordance with, and in the manner set forth in in, the fee letter, dated April 30, 2023 (the “Fee Letter”), which may be amended from time to time. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or or, with the prior written consent of Client, other Persons (and any required Fund Client consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Datapersonal data, such delegation shall be subject to a written agreement obliging the delegate as sub-processor to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Lawincluding those set out in Section 9 (Data Protection), and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund Client when making any material changes in sufficient detail to provide transparency and to enable Fund Client to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.
2.4. The Parties will work together in good faith to draft a Service Level Agreement (an “SLA”) regarding the Services within 90 days of the Effective Date that will provide, among other items, deliverables, timelines and other details. The Services will be measured and monitored using Service Levels as agreed in writing in an SLA. The Service Levels are for operational purposes only and the failure by either Party to comply with or perform one or more of the Service Levels or its corresponding dependencies shall not alone and in isolation constitute a breach of this Agreement.
Appears in 1 contract
Samples: Services Agreement (Crescent Private Credit Income Corp)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it in accordance with, and in the manner set forth in in, the fee letter (the “Fee Letter”), which may be amended from time to time. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to (i) one or more of its Affiliates or other Persons (and any required ii) with the prior written consent of Fund consent to such delegation (which shall not be unreasonably revoked withheld or withheld in respect of any such delegationsrevoked), other Persons, provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
Appears in 1 contract
Samples: Services Agreement (CION Grosvenor Infrastructure Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C ALPS will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerSponsor. SS&C ALPS shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager The Sponsor requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager each Trust or a changes change in applicable Law, will only be binding on SS&C ALPS when they are reflected in an amendment to Schedule A.
2.2. Each Fund The Sponsor agrees to pay, the fees, charges and expenses applicable to it set forth in Schedule B and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C ALPS to one or more of its Affiliates or other Persons (and any required Fund Sponsor consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. ALPS. If SS&C ALPS delegates any Services, (i) such delegation shall not relieve SS&C ALPS of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawALPS, and (iii) if required by applicable Law, SS&C ALPS will identify such agents and the Services delegated and will update Fund the Sponsor when making any material changes in sufficient detail to enable Fund the Sponsor to object to a particular arrangement.
Appears in 1 contract
Samples: Marketing Agent Services Agreement (GraniteShares Platinum Trust)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each consideration of the Fundsfees, as applicable, and, if expenses and to the extent specifically set forth therein, Investment Managerrelated payment terms listed in Fee Letter. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other obligations or duties or obligations, (including, valuation related, fiduciary or analogous duties or obligations, duties) shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes to the Governing Documents of a Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A..
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by Fund shall not limit SS&C’s rights of recourse against Fund.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to (i) one or more of its Affiliates Affiliates, with the written consent of Fund if required by applicable Law or (ii) with the written consent of Fund, other Persons, provided that such Persons (are selected in good faith and any required with reasonable care and are monitored by SS&C, and provided further that, Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. . If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will promptly identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency to enable Fund to object to a particular arrangement.. 2 of 26
Appears in 1 contract
Samples: Services Agreement (Eagle Point Institutional Income Fund)
Services and Fees. 2.1. (a) Subject to the terms of this Agreement, SS&C ALPS will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment Manager. SS&C ALPS shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C ALPS when they are reflected in an amendment to Schedule A.
2.2. Each (b) The Fund agrees to pay, the fees, charges and expenses applicable to it on behalf of each Fund in accordance with, and in the manner set forth in in, the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C ALPS’ rights of recourse against the Fund.
2.3. (c) In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C ALPS to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. SS&C ALPS. If SS&C ALPS delegates any Services, (i) such delegation shall not relieve SS&C ALPS of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawALPS, and (iii) if required by applicable Law, SS&C ALPS will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
(d) After the first anniversary of the Agreement and on each year thereafter, all fees reflected in Fee Letter will incur an annual cost of living increase as described in Fee Letter.
3. All references to “Appendix B” shall be replaced with “Fee Letter.”
4. Appendix A is deleted in its entirety and replaced with Appendix A attached hereto.
5. Appendix B is deleted in its entirety.
6. Appendix C is deleted in its entirety and replaced with Appendix C attached hereto.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the FundsClient with reasonable care, as applicableskill, and, if prudence and to the extent specifically set forth therein, Investment Managerdiligence. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Client requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager Company, or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund Client agrees to pay, pay the fees, charges and expenses applicable to it in accordance with, and in the manner set forth in in, the fee letter, dated [•], 2023 (the “Fee Letter”), which may be amended from time to time. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to (i) one or more of its Affiliates Affiliates, with the written consent of Client if required by applicable Law (and any required Client consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations) or (ii) with Client’s prior consent, other Persons (and any required Fund Client consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Data, Personal Information such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund Client when making any material changes in sufficient detail to provide transparency and to enable Fund Client to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.
Appears in 1 contract
Samples: Services Agreement (First Eagle Private Credit Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will shall at all times perform the Services set forth in Schedule A for each of the Fundsand its related duties and obligations, as applicablewith reasonable care, andskill, if prudence and to the extent specifically set forth therein, Investment Managerdiligence. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A A, or this Agreementas otherwise mutually agreed in writing by the Parties (including by electronic mail exchanged by authorized Persons, provided that such e-mails are memorialized in a writing signed by the Parties), and no other duties or obligations, including, valuation valuation-related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the ServicesFor clarification, including those necessitated by this will include costs related changes to the Governing Documents of a Fund software, systems or Investment Manager or a changes processes used by SS&C to provide the Services necessitated by change in applicable Law, ; provided in such case a Fund will only be binding on SS&C when they are reflected in an amendment to Schedule A.responsible for its pro-rata share of such costs.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or or, with Client’s prior written consent, to other Persons (and any required Fund consent to such delegation shall who are not be unreasonably revoked or withheld in respect Affiliates of any such delegations), provided that such Persons SS&C but are selected by SS&C subject to the standards of care set forth in good faith and with reasonable care and are monitored by SS&C. Section 2.1 hereof. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder or its liability hereunder.
2.3. Each Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (and if applicable pursuant to GDPRthe “Fee Letter”), which may be amended by the Parties from time to time, within thirty (ii30) days following the receipt of SS&C’s invoice. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by a Fund (“Client Requested Software”) shall be at SS&C’s standard rates and fees in respect effect at the time. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client DataRequested Software, such delegation SS&C shall be subject entitled to a written agreement obliging the delegate increase its fees by an amount to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Law, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangementbe mutually agreed upon.
Appears in 1 contract
Samples: Transfer Agency Services Agreement (T. Rowe Price OHA Select Private Credit Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C ALPS will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment Manager. SS&C ALPS shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C ALPS when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it on behalf of each Fund in accordance with, and in the manner set forth in in, the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C ALPS’ rights of recourse against the Fund.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C ALPS to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. SS&C ALPS. If SS&C ALPS delegates any Services, (i) such delegation shall not relieve SS&C ALPS of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawALPS, and (iii) if required by applicable Law, SS&C ALPS will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
2.4. After the first anniversary of the Agreement and on each year thereafter, all fees reflected in Fee Letter will incur an annual cost of living increase as described in Fee Letter.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerTrust. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Trust requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager Fund, or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund Trust agrees to pay, pay the fees, charges and expenses applicable to it on behalf of the Fund in accordance with, and in the manner set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund Trust consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund Trust when making any material changes in sufficient detail to provide transparency and to enable Fund Trust to object to a particular arrangement. SS&C shall be responsible and liable (pursuant to Section 6 of this Agreement) for the acts and omissions of any delegate.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C ALPS will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C ALPS shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C ALPS when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in Schedule B and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C ALPS to one or more of its Affiliates or other Persons (and any required with 60 days prior written notice, such Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. ALPS. Except that SS&C Technologies, Inc. may provide certain or all services under this Agreement without notice or consent. If SS&C ALPS delegates any Services, (i) such delegation shall not relieve SS&C ALPS of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawALPS, and (iii) if required by applicable Law, SS&C ALPS will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
2.4. [Reserved]
Appears in 1 contract
Samples: Services Agreement (CION Ares Diversified Credit Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A hereto for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, pay the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and is subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Datapersonal data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Law, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform for the Fund the Services set forth in Schedule A for each of and such other service schedules as may be added to this Agreement by the FundsParties (collectively, as applicable, and, if and to the extent specifically set forth therein, Investment Manager“Service Schedules”). SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A the Service Schedules, or take any other action except as specifically listed in Schedule A a Service Schedule(s) to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. The Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.the Service Schedules. For clarification, this will include costs related changes to the software, systems or processes used by SS&C to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. SS&C and in accordance with applicable Law. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and, for the avoidance of doubt, SS&C agrees that it remains liable to the Fund for an Affiliate’s or other Person’s compliance with this Agreement, applicable regulations and requirements to the same extent as if applicable pursuant SS&C itself had acted or failed to GDPR)act instead of the Affiliate or other Persons-, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to object to a particular arrangement.
2.3. The Fund agrees to pay, within sixty (60) days following the receipt of SS&C’s invoice, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time in accordance with the terms of this Agreement. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. In the event that during any twelve (12) month period the Fund pays any four (4) or more of its invoices after their respective due dates, then SS&C may charge and the Fund shall pay a late charge for any future invoices paid after the applicable due date and such late charge shall be equal to (from the due date to the date of payment) one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state Law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Region, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at SS&C’s standard rates and fees in effect at the time, the current version of which are reflected in the Fee Letter and any update to which shall be confirmed to the Fund in writing prior to any invoice submitted under Section 2.3. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client Requested Software, SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon in accordance with the terms of this Agreement.
2.5. The Fund may request a material modification of the Services provided under this Agreement by providing SS&C with a written request outlining the scope of such requested changes. SS&C will respond to such notice as promptly as possible , but no more than 30 days after the request is made, by providing the Fund with (a) a preliminary estimate of the project cost and timeframe for completion (both parties acknowledge that a final estimate may be delivered after that date), or (b) a written explanation of why SS&C cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or SS&C believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and SS&C may communicate with other similarly situated SS&C clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and SS&C shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Fund’s obligation to pay SS&C fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will shall perform the Services set forth in Schedule A for each of the Funds, as applicable, and, and if and to the extent specifically set forth therein, Investment ManagerManagement. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Management requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager Management or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.A. SS&C shall for all purposes be deemed to be an independent contractor and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Fund or Management in any way or otherwise be deemed an agent of the Fund or Management.
2.2. Each Fund agrees and Management, as applicable, agree to pay, pay the fees, charges and expenses applicable to it set forth in Schedule B and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) the compensation of such Persons shall be paid by and be the sole responsibility of SS&C, and Management and Fund shall bear no cost or obligation with respect thereto, (ii) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (iiiii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iiiiv) upon reasonable request by Management or Fund or if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Management and Fund when making any material changes in sufficient detail to enable Management and Fund to object to a particular arrangement.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, Fund and, if and to the extent specifically set forth therein, Investment ManagerManagement. SS&C shall be under no duty or obligation to perform any service except as specifically listed in this Agreement (including Schedule A A) or take any other action except as specifically listed in this Agreement (including Schedule A or this AgreementA), and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. If the Fund or Investment Manager Management requests to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager Management or a changes change in applicable Law, such changes will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each The Fund agrees and Management agree to pay, pay the fees, charges and expenses applicable to it in accordance with, and in the manner set forth in in, the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund and Management shall not limit SS&C’s rights of recourse against the Fund and Management.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to (i) one or more of its Affiliates Affiliates, with the written consent of Management if required by applicable Law or (ii) with the written consent of Management, other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Dataprocessing Personal Data under this Agreement, SS&C as Processor has the general authorization of Fund as Controllers for the engagement of delegates as sub-processors and, such delegation shall be subject to a written agreement obliging the delegate as sub-processor to comply with the applicable Laws (including data protection law) relevant to delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, including those set out in Section 9 (Data Protection), and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate/subprocessor.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the FundsFund, as applicable, and, if and to the extent specifically set forth therein, Investment Manager. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this AgreementAgreement set forth in Schedule B with respect to any Services provided to such Fund.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) the compensation of such Persons shall be paid by and be the sole responsibility of SS&C, and the Fund shall bear no cost or obligation with respect thereto, (ii) such delegation shall not relieve SS&C of its duties and obligations hereunder (and and, if applicable, under GDPR or other applicable pursuant to GDPRLaw), (iiiii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Law, and (iiiiv) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each The Fund agrees to pay, the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by the Fund shall not limit SS&C’s rights of recourse against the Fund.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
2.4. [Reserved].
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, Fund and, if and to the extent specifically set forth therein, Investment ManagerManagement with reasonable care, skill, prudence and diligence. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager Management requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager Management or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees and Management agree to pay, pay the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) the compensation of such Persons shall be paid by and be the sole responsibility of SS&C, and Management and Fund shall bear no cost or obligation with respect thereto unless otherwise agreed to by the Parties in writing, (ii) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (iiiii) in respect of Client Personal Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iiiiv) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.
Appears in 1 contract
Samples: Services Agreement (IDR Core Property Index Fund LTD)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by Fund shall not limit SS&C’s rights of recourse against Fund.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to (i) one or more of its Affiliates or other Persons Affiliates, with the written consent of Investment Manager if required by applicable Law (and any such required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations)delegation) or (ii) with the written consent of Investment Manager, other Persons , provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.
2.4. The Parties will work together in good faith to draft a Service Level Understanding regarding the Services within 90 days of the Effective Date that will provide, among other items, deliverables, timelines and other details.
2.5. After the first anniversary date of the Agreement and on each year thereafter, all fees reflected in Fee Letter will incur an annual cost of living increase as described in Fee Letter.
Appears in 1 contract
Samples: Services Agreement (Carlyle AlpInvest Private Markets Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Any Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time in accordance with the terms set forth in the Fee Letter. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. Payment by Fund shall not limit SS&C’s rights of recourse against Fund.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to (i) one or more of its Affiliates Affiliates, with the written consent of Fund if required by applicable Law or (ii) with the prior written consent of Fund, other Persons (and any such required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), it being understood that it would be reasonable for any such required consent to be withheld if such proposed delegate were unable or unwilling to make representations analogous to those contained in Section 7.4), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Dataprocessing Personal Data under this Agreement, SS&C as Processor has the general authorization of Fund as Controllers for the engagement of delegates as sub-processors and, such delegation shall be subject to a written agreement obliging the delegate as sub-processor to comply with the applicable Laws (including data protection law) relevant to delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable Lawincluding those set out in Section 9 (Data Protection), and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.
2.4. After the Initial Term of the Agreement and on each year thereafter, all fees reflected in Fee Letter will incur an annual cost of living increase as described in Fee Letter.
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform for the Fund the Services set forth in Schedule A for each of and such other service schedules as may be added to this Agreement by the FundsParties (collectively, as applicable, and, if and to the extent specifically set forth therein, Investment Manager“Service Schedules”). SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A the Service Schedules, or take any other action except as specifically listed in Schedule A a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests The Fund’s request to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.the Service Schedules. For clarification, this will include costs related changes to the software, systems or processes used by SS&C to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care care, are duly registered as may be required under all Laws applicable to SS&C to perform the Services delegated, have the facilities and staff to perform the Services delegated and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by under this Agreement and Laws applicable Lawto SS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to object to a particular arrangement.
2.3. The Fund agrees to pay the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by mutual written agreement of the Parties from time to time, within thirty (30) days following the receipt of SS&C’s invoice, except for any fees or expenses that are subject to good faith dispute. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, the Fund shall pay SS&C interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at SS&C's standard rates and fees in effect at the time and shall be documented by the Parties in a written statement of work under this Agreement. Upon the Fund’s request, SS&C will provide the Fund with its standard rates and fees for the development of Client Requested Software. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client Requested Software, SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon.
2.5. The Fund may request a material modification of the Services provided under this Agreement by providing SS&C with a written request outlining the scope of such requested changes. SS&C will respond to such notice as promptly as possible, but no more than 30 days after the request is made, by providing the Fund with (a) an estimate of the project cost and timeframe for completion, or (b) a written explanation of why SS&C cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or SS&C believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and SS&C may communicate with other similarly situated SS&C clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and SS&C shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties.
Appears in 1 contract
Samples: Services Agreement (Golub Capital Private Credit Fund)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it in accordance with, and in the manner set forth in in, the fee letter (the “Fee Letter”), which may be amended from time to time. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to (i) one or more of its Affiliates or other Persons (and any required ii) with the prior written consent of Fund consent to such delegation (which shall not be unreasonably revoked withheld or withheld in respect of any such delegationsrevoked), other Persons, provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to enable Fund to object to a particular arrangement.
2.4. [Reserved]
Appears in 1 contract
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform for the Fund the Services set forth in Schedule A for each of and such other service schedules as may be added to this Agreement by the FundsParties (collectively, as applicable, and, if and to the extent specifically set forth therein, Investment Manager“Service Schedules”). SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A the Service Schedules, or take any other action except as specifically listed in Schedule A a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. The Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.the Service Schedules. For clarification, this will include costs related changes to the software, systems or processes used by SS&C to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care care, are duly registered as may be required under all Laws applicable to SS&C to perform the Services delegated, have the facilities and staff to perform the Services delegated and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and, for the avoidance of doubt, SS&C agrees that it remains liable to the Fund for an Affiliate’s or other Person’s compliance with this Agreement, applicable regulations and requirements to the same extent as if applicable pursuant SS&C itself had acted or failed to GDPR)act instead of the Affiliate or other Persons, (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by under this Agreement and Laws applicable Lawto SS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to object to a particular arrangement.
2.3. The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within sixty (60) days following the receipt of SS&C’s invoice, except for any fees or expenses that are subject to good faith dispute. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, the Fund shall pay SS&C interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at SS&C’s standard rates and fees in effect at the time, the current version of which are reflected in the Fee Letter and any update to which shall be confirmed to the Fund in writing prior to any invoice submitted under Section 2.3. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client Requested Software, SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon in accordance with the terms of this Agreement.
2.5. The Fund may request a material modification of the Services provided under this Agreement by providing SS&C with a written request outlining the scope of such requested changes. SS&C will respond to such notice as promptly as possible, but no more than thirty (30) days after the request is made, by providing the Fund with (a) a preliminary estimate of the project cost and timeframe for completion (both parties acknowledge that a final estimate may be delivered after that date), or (b) a written explanation of why SS&C cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or SS&C believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and SS&C may communicate with other similarly situated SS&C clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and SS&C shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Fund’s obligation to pay SS&C fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.
Appears in 1 contract
Samples: Services Agreement (Brookfield Infrastructure Income Fund Inc.)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform the Services set forth in Schedule A for each of the Funds, as applicable, and, if and to the extent specifically set forth therein, Investment ManagerFund. SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A or take any other action except as specifically listed in Schedule A or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.
2.2. Each Fund agrees to pay, pay the fees, charges and expenses applicable to it set forth in the fee letter(s) (a “Fee Letter”), which may be amended from time to time. Each Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR)hereunder, (ii) in respect of Client Datapersonal data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by applicable LawSS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update Fund when making any material changes in sufficient detail to provide transparency and to enable Fund to object to a particular arrangement. SS&C shall be responsible for the acts and omissions of any delegate.
Appears in 1 contract
Samples: Services Agreement (Sound Point Meridian Capital, Inc.)
Services and Fees. 2.1. Subject to the terms of this Agreement, SS&C will perform for the Fund the Services set forth in Schedule A for each of and such other service schedules as may be added to this Agreement by the FundsParties (collectively, as applicable, and, if and to the extent specifically set forth therein, Investment Manager“Service Schedules”). SS&C shall be under no duty or obligation to perform any service except as specifically listed in Schedule A the Service Schedules, or take any other action except as specifically listed in Schedule A a Service Schedules to this Agreement, or this Agreement, and no other duties or obligations, including, valuation related, fiduciary or analogous duties or obligations, shall be implied. The Fund or Investment Manager requests to change the Services, including those necessitated by changes a change to the Governing Documents of a the Fund or Investment Manager or a changes change in applicable Law, will only be binding on SS&C when they are reflected in an amendment to Schedule A.the Service Schedules. For clarification, this will include costs related changes to the software, systems or processes used by SS&C to provide the Services necessitated by change in applicable Law; provided in such case the Fund will only be responsible for its pro-rata share of such cost.
2.2. Each Fund agrees to pay, the fees, charges and expenses applicable to it set forth in and subject to the terms of this Agreement.
2.3. In carrying out its duties and obligations pursuant to this Agreement, some or all Services may be delegated by SS&C to one or more of its Affiliates or other Persons (and any required Fund consent to such delegation delegation, if any, shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such Persons are selected in good faith and with reasonable care care, are duly registered as may be required under all Laws applicable to SS&C to perform the Services delegated, have the facilities and staff to perform the Services delegated and are monitored by SS&C. If SS&C delegates any Services, (i) such delegation shall not relieve SS&C of its duties and obligations hereunder (and if applicable pursuant to GDPR), (ii) in respect of Client Data, such delegation shall be subject to a written agreement obliging the delegate to comply with the relevant delegated duties and obligations of SS&C as specified herein or as otherwise imposed by under this Agreement and Laws applicable Lawto SS&C, and (iii) if required by applicable Law, SS&C will identify such agents and the Services delegated and will update the Fund when making any material changes in sufficient detail to enable the Fund to object to a particular arrangement.
2.3. The Fund agrees to pay, the fees, charges and expenses as set out in the fee schedule agreed upon by the parties in a separate letter (the “Fee Letter”), which may be amended by the Parties from time to time, within thirty (30) days following the receipt of SS&C’s invoice, except for any fees or expenses that are subject to good faith dispute. The Fee Letter is incorporated by reference into this Agreement and subject to the terms of this Agreement. If an invoice is not paid when due, the Fund shall pay SS&C interest thereon (from the due date to the date of payment) at rate equal to one and one-half percent (1.5%) per month while such amount remained unpaid. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable state law. After the first year of the Initial Term, the total fee for all services for each succeeding year shall be subject to an annual cost of living increase on the anniversary of the Agreement in an amount not less than the annual percentage of change in the Consumer Price Index for all Urban Consumers (CPI-U) in the Midwest Statistical Area, All Items, Base 1000-0000-000, as last reported by the U.S. Department of Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties.
2.4. Charges attendant to the development of reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”) shall be at SS&C’s standard rates and fees in effect at the time, the current version of which are reflected in the Fee Letter and any update to which shall be confirmed to the Fund in writing prior to any invoice submitted under Section 2.3. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client Requested Software, SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon in accordance with the terms of this Agreement.
2.5. The Fund may request a material modification of the Services provided under this Agreement by providing SS&C with a written request outlining the scope of such requested changes. SS&C will respond to such notice as promptly as possible, but no more than sixty (60) days after the request is made, by providing the Fund with (a) a preliminary estimate of the project cost and timeframe for completion (both parties acknowledge that a final estimate may be delivered after that date), or (b) a written explanation of why SS&C cannot implement the requested service change (“Change Notice Response”). In the event the Fund and/or SS&C believe that a change in law, regulation, rule, industry practice or other requirement necessitates a material system or service modification, the parties will discuss the potential change and SS&C may communicate with other similarly situated SS&C clients and/or industry groups to determine a commercially reasonable option for addressing such change. Any change requested or agreed upon by the Parties under this Section shall not be effective, and SS&C shall not be obligated to implement, until reflected in a written amendment to, or statement of work under, this Agreement mutually agreed upon and executed by both parties. Nothing in this Section 2.5 shall limit the Fund’s obligation to pay SS&C fees related to modifications necessary to comply with changes in Law, regulation, rule or industry practice as provided in Section 2.1 above.
Appears in 1 contract
Samples: Services Agreement (Brookfield Infrastructure Income Fund Inc.)