Common use of Term of Agreement; Amendment Clause in Contracts

Term of Agreement; Amendment. A. This Agreement shall commence on the date hereof, and shall continue for an initial term of three (3) years (the “Initial Term”) unless otherwise terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless either party notifies the other, in writing, of its intention to terminate at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to the date the termination is to be effective. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds and the Adviser.

Appears in 4 contracts

Samples: Servicing Agreement (SCS Hedged Opportunities (1099) Fund, LLC), Servicing Agreement (SCS Hedged Opportunities (TE) Fund, LLC), Servicing Agreement (SCS Hedged Opportunities Fund, LLC)

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Term of Agreement; Amendment. A. This Agreement shall commence on the date hereof, and shall continue for an initial term of three (3) years (the “Initial Term”) unless otherwise terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless either party notifies the other, in writing, of its intention to terminate at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term. B. The FundsFund, the Adviser Manager or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to the date the termination is to be effective. C. In the event the Funds Fund or the Adviser Manager gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each the Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the FundsFund, each of the Funds Fund shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds Fund upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS upon the breach of the Funds Fund or the AdviserManager, and by the Funds Fund or the Adviser Manager upon the breach of USBFS, of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds Fund and the AdviserManager.

Appears in 3 contracts

Samples: Administration Servicing Agreement (City National Rochdale Structured Claims Fixed Income Fund LLC), Administration Servicing Agreement (Rochdale High Yield Advances Fund LLC), Administration Servicing Agreement (Rochdale Structured Claims Fixed Income Fund LLC)

Term of Agreement; Amendment. A. This Agreement shall commence on the date hereof, and shall continue for an initial term of three (3) years (the “Initial Term”) unless otherwise terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless either party notifies the other, in writing, of its intention to terminate at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser Manager or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to the date the termination is to be effective. C. In the event the Funds or the Adviser Manager gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS upon the breach of the Funds or the AdviserManager, and by the Funds or the Adviser Manager upon the breach of USBFS, of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds and the AdviserManager.

Appears in 2 contracts

Samples: Administration Servicing Agreement (City National Rochdale High Yield Alternative Strategies Fund TEI LLC), Administration Servicing Agreement (Rochdale Core Alternative Strategies Fund LLC)

Term of Agreement; Amendment. A. This Agreement shall commence on become effective as of the date hereof, first written above and shall will continue in effect for an initial term a period of three seven (37) years (the “Initial Term”) unless otherwise terminated as provided belowyears. Thereafter, unless otherwise terminated earlier as provided belowHowever, this Agreement automatically renews for additional one year terms (each may be terminated as to a “Renewal Term”) unless Trust or a Fund by either party notifies the other, in writing, of its intention to terminate at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by upon giving the other party a written notice not less than ninety (90) days prior written notice to the date other party or such shorter period as is mutually agreed upon by the termination is to be effectiveparties. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. B. Notwithstanding the foregoing, this Agreement may be terminated by USBFS either party as to a Trust or a Fund upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 fifteen (15) days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSUSBFS and the Trusts and authorized or approved by the Boards of Trustees. The provisions of this Section 13 shall also apply to Exhibit C and Exhibit D. C. A Trust may terminate this Agreement as to a Trust or a Fund with thirty (30) days prior written notice to USBFS without penalty in the event that a regulatory body, including a self-regulatory body (i.e. FINRA, SEC) determines that the services provided under the Agreement do not comply with the laws, rules, regulations, findings or guidelines of such regulatory or self-regulatory body (“Regulatory Issue”) and USBFS determines that it cannot make modifications or enhancements to the applicable services within a commercially reasonable period to resolve any such Regulatory Issue. A terminating Trust may provide USBFS with all written documentation from any such regulatory or self-regulatory body related to any such determination along with the termination notice. If a Trust terminates this Agreement as to a Trust or a Fund based on a Regulatory Issue, notwithstanding anything to the contrary in the Agreement, the Funds and Trust will not be responsible for any payments under Section 15 of this Agreement as to the AdviserTrust, or, in the event of the termination of a Fund, as to the terminated Fund. D. Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following (in which case the Trusts shall not be obligated to pay an early termination fee under Section 15(a) of this Agreement): (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; or (ii) the relevant federal or state authority withdrawing its authorization of either party.

Appears in 2 contracts

Samples: Transfer Agent Servicing Agreement (Eagle Growth & Income Fund), Transfer Agent Servicing Agreement (Eagle Series Trust)

Term of Agreement; Amendment. A. This Agreement shall commence become effective as of the last date on the date hereof, signature page (the “Effective Date”) and shall will continue in effect for an initial term a period of three (3) years (the “Initial Term”) unless otherwise ). This Agreement may be terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless by either party notifies the other, in writing, of its intention to terminate at least sixty upon giving ninety (6090) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Subsequent to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by giving the other continues until one party a written notice not less than gives ninety (90) days prior written notice to the date other party or such shorter period as is mutually agreed upon by the termination is to be effectiveparties. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. B. Notwithstanding the foregoing, this Agreement may be terminated by USBFS any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 fifteen (15) days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSFund Services and the Trust, and authorized or approved by the Board of Trustees. C. The Trust may terminate this Agreement with thirty (30) days prior written notice to Fund Services without penalty in the event that a regulatory body, including a self-regulatory body (i.e. FINRA, SEC) determines that the services provided under the Agreement do not comply with the laws, rules, regulations, findings or guidelines of such regulatory or self-regulatory body (“Regulatory Issue”) and Fund Services determines that it cannot make modifications or enhancements to the applicable services within a commercially reasonable period to resolve any such Regulatory Issue. The Trust may provide Fund Services with all written documentation from any such regulatory or self-regulatory body related to any such determination along with the termination notice. If the Trust terminates this Agreement based on a Regulatory Issue, notwithstanding anything to the contrary in the Agreement, the Funds and Trust will not be responsible for any payments under Section 12 of this Agreement. D. Either party may terminate this Agreement immediately upon written notice to the Adviserother party following the occurrence of any of the following (in which case the Trust shall not be obligated to pay an early termination fee under Section 12 of this Agreement): (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; or (ii) the relevant federal or state authority withdrawing its authorization of either party.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (TigerShares Trust)

Term of Agreement; Amendment. A. This The Prior Agreement shall commence on became effective as of September 27, 2016 (the date hereof, “Effective Date”) and shall will continue in effect for an initial term a period of three (3) years (the “Initial Term”) unless otherwise ). This Agreement does not affect such Initial Term. This Agreement may be terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless by either party notifies the other, in writing, of its intention to terminate at least sixty upon giving ninety (6090) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Subsequent to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by giving the other continues until one party a written notice not less than gives ninety (90) days prior written notice to the date other party or such shorter period as is mutually agreed upon by the termination is to be effectiveparties. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. B. Notwithstanding the foregoing, this Agreement may be terminated by USBFS any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 fifteen (15) days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSFund Services and the Trust, and authorized or approved by the Board of Trustees. C. The Trust may terminate this Agreement with thirty (30) days prior written notice to Fund Services without penalty in the event that a regulatory body, including a self-regulatory body (i.e. FINRA, SEC) determines that the services provided under the Agreement do not comply with the laws, rules, regulations, findings or guidelines of such regulatory or self-regulatory body (“Regulatory Issue”) and Fund Services determines that it cannot make modifications or enhancements to the applicable services within a commercially reasonable period to resolve any such Regulatory Issue. The Trust may provide Fund Services with all written documentation from any such regulatory or self-regulatory body related to any such determination along with the termination notice. If the Trust terminates this Agreement based on a Regulatory Issue, notwithstanding anything to the contrary in the Agreement, the Funds and Trust will not be responsible for any payments under Section 12 of this Agreement. D. Either party may terminate this Agreement immediately upon written notice to the Adviserother party following the occurrence of any of the following (in which case the Trust shall not be obligated to pay an early termination fee under Section 12 of this Agreement): (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; or (ii) the relevant federal or state authority withdrawing its authorization of either party.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (TrimTabs ETF Trust)

Term of Agreement; Amendment. A. This Agreement shall commence become effective as of the last date written on the date hereof, signature page and shall will continue in effect for an initial term a period of three (3) years years,, subject to annual approval by the Board of Trustees beginning one (1) year after the “Initial Term”) unless otherwise terminated effective date of this Agreement as stated herein provided belowsuch approval continues to be required by related regulatory guidance. Thereafter, unless otherwise terminated earlier as provided belowFollowing the initial term, this Agreement shall automatically renews renew for additional successive one (1) year terms (each a “Renewal Term”) terms, subject to annual approval by the Board of Trustees provided such approval continues to be required by related regulatory guidance, unless either party notifies the other, in writing, of its intention to terminate provides written notice at least sixty (60) 90 days prior to the end of the Initial Term or the then current Renewal Termterm that it will not be renewing the Agreement. B. The Funds, This Agreement shall become effective with respect to any newly created Funds of the Adviser or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to Trust as of the date the termination applicable exhibit for such Fund is approved by the Board of Trustees of the Trust and added to be effectivethe Agreement by an amendment executed by all parties and will continue in effect for successive annual periods. C. In the event the Funds or the Adviser gives notice of termination pursuant Subject to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing14, this Agreement may be terminated by USBFS either party (in whole or with respect to one or more Funds) upon giving 90 days’ prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties. D. USBGFS may terminate this Agreement immediately (in whole or with respect to one or more Funds) if the continued service of such Funds or the Trust would cause USBGFS or any of its affiliates to be in violation of any applicable law, rule, regulation, or order of any governmental, regulatory or judicial authority of competent jurisdiction, provided that in such event USBGFS shall, to the extent it is legally permitted and able to do so, provide reasonable assistance to transition such Funds or the Trust to a successor service provider. E. This Agreement may be terminated by any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. F. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds USBGFS and the AdviserTrust, and authorized or approved by the Trust’s Board of Trustees.

Appears in 1 contract

Samples: Transfer Agent Servicing Agreement (PFM Multi-Manager Series Trust)

Term of Agreement; Amendment. A. This Agreement shall commence on the date hereof, and shall continue for an initial term of three (3) years (the “Initial Term”) unless otherwise terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless either party notifies the other, in writing, of its intention to terminate at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term. B. The FundsFund, the Adviser Manager or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to the date the termination is to be effective. C. In the event the Funds Fund or the Adviser Manager gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors Managers (or equivalent) of each the Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the FundsFund, each of the Funds Fund shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds Fund upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS upon the breach of the Funds Fund or the AdviserManager, and by the Funds Fund or the Adviser Manager upon the breach of USBFS, of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds Fund and the AdviserManager.

Appears in 1 contract

Samples: Administration Servicing Agreement (Rochdale Alternative Total Return Fund LLC)

Term of Agreement; Amendment. A. This Agreement shall commence on become effective as of the date hereof, first written above and shall will continue in effect for an initial term a period of three (3) years (the “Initial Terminitial term) unless otherwise terminated as provided below). Thereafter, unless otherwise terminated earlier as provided belowHowever, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless may be terminated by either party notifies the other, in writing, of its intention to terminate at least sixty (60) upon giving 90 days prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties. B. Subsequent to the end of the Initial Term or the then current Renewal Term. B. The Fundsinitial term, the Adviser or USBFS may terminate this Agreement at any time by giving automatically continues until one party gives 90 days prior written notice to the other party a written or such shorter notice not less than ninety (90) days prior to the date the termination period as is to be effective. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified mutually agreed upon by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providersparties. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS any party upon the material breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSUSBFS and the Trust, and authorized or approved by the Board of Trustees. C. The Trust may terminate this Agreement as to the Trust or a Fund with thirty (30) days prior written notice to USBFS without penalty in the event that a regulatory body, including a self-regulatory body (i.e. FINRA, SEC) determines that the services provided under the Agreement do not comply with the laws, rules, regulations, findings or guidelines of such regulatory or self-regulatory body (“Regulatory Issue”) and USBFS determines that it cannot make modifications or enhancements to the applicable services within a commercially reasonable period to resolve any such Regulatory Issue. The Trust may provide USBFS with all written documentation from any such regulatory or self-regulatory body related to any such determination along with the termination notice. If the Trust terminates this Agreement as to the Trust or a Fund based on a Regulatory Issue, notwithstanding anything to the contrary in the Agreement, the Funds and Trust will not be responsible for any payments under Section 16 of this Agreement as to the AdviserTrust, or, in the event of the termination of a Fund, as to the terminated Fund. D. Either party may terminate this Agreement immediately upon written notice to the other party following the occurrence of any of the following (in which case the Trust shall not be obligated to pay an early termination fee under Section 16(a) of this Agreement): (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; (ii), or (ii) the relevant federal or state authority withdrawing its authorization of either party.

Appears in 1 contract

Samples: Fund Accounting Servicing Agreement (RMB Investors Trust)

Term of Agreement; Amendment. A. This Agreement shall commence on the date hereof, and shall continue for an initial term of three one (31) years year (the “Initial Term”) unless otherwise terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless either party notifies the other, in writing, of its intention to terminate at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term). B. The Funds, the Adviser Administrator or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to the date the termination is to be effective. C. In the event the Funds or the Adviser Administrator gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement (except with respect to any provisions of this Agreement that purport to survive the termination of this Agreement). Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds Administrator upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS upon the breach of the Funds or the AdviserAdministrator, and by the Funds or the Adviser Administrator upon the breach of USBFS, of any material term of this Agreement (including, with respect to USBFS, the failure by USBFS to act consistently with the standard of care set forth in Section 8) if such breach is not cured within 15 days of written notice of such breach to the breaching party. E. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds USBFS and the AdviserAdministrator.

Appears in 1 contract

Samples: Subadministration Servicing Agreement (At Fund of Funds TEI)

Term of Agreement; Amendment. A. This Agreement shall commence on the date hereof, and shall continue for an initial term of three (3) years (the “Initial Term”) unless otherwise terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless either party notifies the other, in writing, of its intention to terminate at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term.Tenn. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to the date the termination is to be effective. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B13), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds and the Adviser.

Appears in 1 contract

Samples: Servicing Agreement (SCS Hedged Opportunities Fund, LLC)

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Term of Agreement; Amendment. A. (a) This Agreement shall commence on become effective as of the last date hereof, of the signature page (the “Effective Date”) and shall will continue in effect for an initial term a period of three (3) years (the “Initial Term”) unless otherwise ). This Agreement may be terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless by either party notifies the other, in writing, of its intention to terminate at least sixty upon giving ninety (6090) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Subsequent to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by giving the other continues until one party a written notice not less than gives ninety (90) days prior written notice to the date other party or such shorter period as is mutually agreed upon by the termination is to be effectiveparties. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A(b) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 fifteen (15) days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSFund Services and the Trust, and authorized or approved by the Board of Trustees. (c) The Trust may terminate this Agreement with thirty (30) days prior written notice to Fund Services without penalty in the event that a regulatory body with jurisdiction over the Trust, including a self-regulatory body (i.e. FINRA, SEC) determines that the services provided under the Agreement do not comply with the laws, rules, regulations, findings or guidelines of such regulatory or self-regulatory body (“Regulatory Issue”) and Fund Services determines that it cannot make modifications or enhancements to the applicable services within a commercially reasonable period to resolve any such Regulatory Issue. The Trust may provide Fund Services with all written documentation from any such regulatory or self-regulatory body related to any such determination along with the termination notice. If the Trust terminates this Agreement based on a Regulatory Issue, notwithstanding anything to the contrary in the Agreement, the Funds and Trust will not be responsible for any payments under Section 13 of this Agreement. (d) Either party may terminate this Agreement immediately upon written notice to the Adviserother party following the occurrence of any of the following (in which case the Trust shall not be obligated to pay an early termination fee under Section 13 of this Agreement): (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; or (ii) the relevant federal or state authority withdrawing its authorization of either party.

Appears in 1 contract

Samples: Transfer Agent Servicing Agreement (TigerShares Trust)

Term of Agreement; Amendment. A. This Agreement shall commence become effective as of the last date written on the date hereof, signature page and shall will continue in effect for an initial term a period of three (3) years years, subject to annual approval by the Board of Trustees beginning one (1) year after the “Initial Term”) unless otherwise terminated effective date of this Agreement as stated herein provided belowsuch approval continues to be required by related regulatory guidance. Thereafter, unless otherwise terminated earlier as provided belowFollowing the initial term, this Agreement shall automatically renews renew for additional successive one (1) year terms (each a “Renewal Term”) terms, subject to approval by the Board of Trustees provided such approval continues to be required by related regulatory guidance, unless either party notifies the other, in writing, of its intention to terminate provides written notice at least sixty (60) 90 days prior to the end of the Initial Term or the then current Renewal Termterm that it will not be renewing the Agreement. B. The Funds, This Agreement shall become effective with respect to any newly created Funds of the Adviser or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to Trust as of the date the termination applicable exhibit for such Fund is approved by the Board of Trustees of the Trust and added to be effectivethe Agreement by an amendment executed by all parties and will continue in effect for successive annual periods. C. In the event the Funds or the Adviser gives notice of termination pursuant Subject to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing12, this Agreement may be terminated by USBFS either party (in whole or with respect to one or more Funds) upon giving 90 days’ prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties. D. USBGFS may terminate this Agreement immediately (in whole or with respect to one or more Funds) if the continued service of such Funds or the Trust would cause USBGFS or any of its affiliates to be in violation of any applicable law, rule, regulation, or order of any governmental, regulatory or judicial authority of competent jurisdiction, provided that in such event USBGFS shall, to the extent it is legally permitted and able to do so, provide reasonable assistance to transition such Funds or the Trust to a successor service provider. E. This Agreement may be terminated by any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. F. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds USBGFS and the AdviserTrust, and authorized or approved by the Trust’s Board of Trustees.

Appears in 1 contract

Samples: Fund Administration Servicing Agreement (PFM Multi-Manager Series Trust)

Term of Agreement; Amendment. A. This Agreement shall commence become effective as of the last date written on the date hereof, signature page and shall will continue in effect for an initial term a period of three (3) years years, subject to annual approval by the Board of Trustees beginning one (1) year after the “Initial Term”) unless otherwise terminated effective date of this Agreement as stated herein provided belowsuch approval continues to be required by related regulatory guidance. Thereafter, unless otherwise terminated earlier as provided belowFollowing the initial term, this Agreement shall automatically renews renew for additional successive one (1) year terms (each a “Renewal Term”) terms, subject to approval by the Board of Trustees provided such approval continues to be required by related regulatory guidance, unless either party notifies the other, in writing, of its intention to terminate provides written notice at least sixty (60) 90 days prior to the end of the Initial Term or the then current Renewal Termterm that it will not be renewing the Agreement. B. The Funds, This Agreement shall become effective with respect to any newly created Funds of the Adviser or USBFS may terminate this Agreement at any time by giving the other party a written notice not less than ninety (90) days prior to Trust as of the date the termination applicable exhibit for such Fund is approved by the Board of Trustees of the Trust and added to be effectivethe Agreement by an amendment executed by all parties and will continue in effect for successive annual periods. C. In the event the Funds or the Adviser gives notice of termination pursuant Subject to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing16, this Agreement may be terminated by USBFS either party (in whole or with respect to one or more Funds) upon giving 90 days’ prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties. D. USBGFS may terminate this Agreement immediately (in whole or with respect to one or more Funds) if the continued service of such Funds or the Trust would cause USBGFS or any of its affiliates to be in violation of any applicable law, rule, regulation, or order of any governmental, regulatory or judicial authority of competent jurisdiction, provided that in such event USBGFS shall, to the extent it is legally permitted and able to do so, provide reasonable assistance to transition such Funds or the Trust to a successor service provider. E. This Agreement may be terminated by any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. F. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS, the Funds USBGFS and the AdviserTrust, and authorized or approved by the Trust’s Board of Trustees.

Appears in 1 contract

Samples: Fund Accounting Servicing Agreement (PFM Multi-Manager Series Trust)

Term of Agreement; Amendment. A. This (a) The Prior Agreement shall commence on became effective as of September 27, 2016 (the date hereof, “Effective Date”) and shall will continue in effect for an initial term a period of three (3) years (the “Initial Term”) unless otherwise ). This Agreement does not affect such Initial Term. This Agreement may be terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless by either party notifies the other, in writing, of its intention to terminate at least sixty upon giving ninety (6090) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Subsequent to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by giving the other continues until one party a written notice not less than gives ninety (90) days prior written notice to the date other party or such shorter period as is mutually agreed upon by the termination is to be effectiveparties. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A(b) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 fifteen (15) days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSFund Services and the Trust, and authorized or approved by the Board of Trustees. (c) The Trust may terminate this Agreement with thirty (30) days prior written notice to Fund Services without penalty in the event that a regulatory body with jurisdiction over the Trust, including a self-regulatory body (i.e. FINRA, SEC) determines that the services provided under the Agreement do not comply with the laws, rules, regulations, findings or guidelines of such regulatory or self-regulatory body (“Regulatory Issue”) and Fund Services determines that it cannot make modifications or enhancements to the applicable services within a commercially reasonable period to resolve any such Regulatory Issue. The Trust may provide Fund Services with all written documentation from any such regulatory or self-regulatory body related to any such determination along with the termination notice. If the Trust terminates this Agreement based on a Regulatory Issue, notwithstanding anything to the contrary in the Agreement, the Funds and Trust will not be responsible for any payments under Section 13 of this Agreement. (d) Either party may terminate this Agreement immediately upon written notice to the Adviserother party following the occurrence of any of the following (in which case the Trust shall not be obligated to pay an early termination fee under Section 13 of this Agreement): (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; or (ii) the relevant federal or state authority withdrawing its authorization of either party.

Appears in 1 contract

Samples: Transfer Agent Servicing Agreement (TrimTabs ETF Trust)

Term of Agreement; Amendment. A. This Agreement shall commence become effective as of the last date on the date hereof, signature page (the “Effective Date”) and shall will continue in effect for an initial term a period of three (3) years (the “Initial Term”) unless otherwise ). This Agreement may be terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless by either party notifies the other, in writing, of its intention to terminate at least sixty upon giving ninety (6090) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Subsequent to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by giving the other continues until one party a written notice not less than gives ninety (90) days prior written notice to the date other party or such shorter period as is mutually agreed upon by the termination is to be effectiveparties. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. B. Notwithstanding the foregoing, this Agreement may be terminated by USBFS any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 fifteen (15) days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSFund Services and the Trust, and authorized or approved by the Board of Trustees. C. The Trust may terminate this Agreement with thirty (30) days prior written notice to Fund Services without penalty in the event that a regulatory body, including a self-regulatory body (i.e. FINRA, SEC) determines that the services provided under the Agreement do not comply with the laws, rules, regulations, findings or guidelines of such regulatory or self-regulatory body (“Regulatory Issue”) and Fund Services determines that it cannot make modifications or enhancements to the applicable services within a commercially reasonable period to resolve any such Regulatory Issue. The Trust may provide Fund Services with all written documentation from any such regulatory or self-regulatory body related to any such determination along with the termination notice. If the Trust terminates this Agreement based on a Regulatory Issue, notwithstanding anything to the contrary in the Agreement, the Funds and Trust will not be responsible for any payments under Section 16 of this Agreement. D. Either party may terminate this Agreement immediately upon written notice to the Adviserother party following the occurrence of any of the following (in which case the Trust shall not be obligated to pay an early termination fee under Section 16 of this Agreement): (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; or (ii) the relevant federal or state authority withdrawing its authorization of either party.

Appears in 1 contract

Samples: Fund Accounting Servicing Agreement (TigerShares Trust)

Term of Agreement; Amendment. A. This The Prior Agreement shall commence on became effective as of September 27, 2016 (the date hereof, “Effective Date”) and shall will continue in effect for an initial term a period of three (3) years (the “Initial Term”) unless otherwise ). This Agreement does not affect such Initial Term. This Agreement may be terminated as provided below. Thereafter, unless otherwise terminated earlier as provided below, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless by either party notifies the other, in writing, of its intention to terminate at least sixty upon giving ninety (6090) days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Subsequent to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by giving the other continues until one party a written notice not less than gives ninety (90) days prior written notice to the date other party or such shorter period as is mutually agreed upon by the termination is to be effectiveparties. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providers. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. B. Notwithstanding the foregoing, this Agreement may be terminated by USBFS any party upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 fifteen (15) days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSFund Services and the Trust, and authorized or approved by the Board of Trustees. C. The Trust may terminate this Agreement with thirty (30) days prior written notice to Fund Services without penalty in the event that a regulatory body, including a self-regulatory body (i.e. FINRA, SEC) determines that the services provided under the Agreement do not comply with the laws, rules, regulations, findings or guidelines of such regulatory or self-regulatory body (“Regulatory Issue”) and Fund Services determines that it cannot make modifications or enhancements to the applicable services within a commercially reasonable period to resolve any such Regulatory Issue. The Trust may provide Fund Services with all written documentation from any such regulatory or self-regulatory body related to any such determination along with the termination notice. If the Trust terminates this Agreement based on a Regulatory Issue, notwithstanding anything to the contrary in the Agreement, the Funds and Trust will not be responsible for any payments under Section 16 of this Agreement. D. Either party may terminate this Agreement immediately upon written notice to the Adviserother party following the occurrence of any of the following (in which case the Trust shall not be obligated to pay an early termination fee under Section 16 of this Agreement): (i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure; or (ii) the relevant federal or state authority withdrawing its authorization of either party.

Appears in 1 contract

Samples: Fund Accounting Servicing Agreement (TrimTabs ETF Trust)

Term of Agreement; Amendment. A. This Agreement shall commence become effective as of October 19, 2004, as amended as of June 14, 2010 and will continue in effect for a term ending on the earliest of (i) Axxxx 0, 0000, (xx) the date hereofon which the combined net asset value of the Trust reaches $9 billion, and shall continue for an initial term or (iii) the date of three termination by the Trust pursuant to Section 9 (3) years (the “Initial Term”) unless otherwise terminated as provided belowB). ThereafterSubsequent to April 1, unless otherwise terminated earlier as provided below2013, this Agreement automatically renews for additional one year terms (each a “Renewal Term”) unless may be terminated by either party notifies the other, in writing, of its intention to terminate at least sixty (60) days prior to the end of the Initial Term or the then current Renewal Term. B. The Funds, the Adviser or USBFS may terminate this Agreement at any time by without penalty upon giving 90 days prior written notice to the other party a written notice not less than ninety (90) days prior to the date the termination or such shorter period as is to be effective. C. In the event the Funds or the Adviser gives notice of termination pursuant to either Section 14(A) or (B), such notice it shall be accompanied by a copy of a resolution of the Board of Directors (or equivalent) of each Fund certified mutually agreed upon by the Secretary of the Fund, electing to terminate this Agreement and designating the successor service provider or service providersparties. In the absence of such designation by the Funds, each of the Funds shall be deemed to be its own service provider as of the termination date and USBFS shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. Fees and out-of-pocket expenses incurred by USBFS, but unpaid by the Funds upon such termination, shall be immediately due and payable upon and notwithstanding such termination. D. Notwithstanding the foregoing, this Agreement may be terminated by USBFS either party without penalty upon the breach of the Funds or the Adviser, and by the Funds or the Adviser upon the breach of USBFS, other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. E. . This Agreement may not be amended or modified in any manner except by written agreement executed by USBFSUSBFS and the Trust, and authorized or approved by the Board of Trustees. B. Notwithstanding any other provision of this Agreement to the contrary, the Funds Trust may elect to terminate this Agreement at any time prior to the end of the term for any reason, without penalty, upon giving USBFS 120 days notice, in which event the Trust agrees to pay the following fees: a. all reasonable fees associated with converting services to successor service provider (not to exceed three months service fees); b. all reasonable fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor provider. c. all reasonable out-of-pocket costs associated with b. above. These fees shall not be construed as a penalty under any provision of this Agreement. Exhibit C, the fees of the Agreement, is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto. Exhibit D, Internet Access Services, is hereby added to the AdviserAgreement. Except to the extent amended hereby, the Agreement shall remain in full force and effect.

Appears in 1 contract

Samples: Transfer Agent Servicing Agreement (PRIMECAP Odyssey Funds)

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