Common use of Withholding of Fees Clause in Contracts

Withholding of Fees. In the event that the Trust determines, in its sole and reasonable discretion, that there has occurred a material breach of this Agreement that has not been remedied within the applicable cure period following written notice of such breach, the Trust may withhold any fees then payable to the Transfer Agent. If such breach has not been remedied within thirty days of the receipt of a second written notice of such breach, the Trust may retain all or a portion of the withheld fees that is proportionate to the harm caused by such breach, provided, however, that nothing herein shall prevent the Trust from pursuing other remedies to which it may be entitled, including equitable relief or compensatory damages for breach of this Agreement. If the Transfer Agent does not agree with the amount of withheld payments to be retained by the Trust, the parties will go to arbitration, with the costs of arbitration paid by the Transfer Agent.

Withholding of Fees. In the event that the Trust determines, in its sole and reasonable discretion, that there has occurred a material breach of this Agreement that has not been remedied within the applicable cure period following written notice of such breach, the Trust may withhold any fees then payable to the Transfer AgentAdministrator. If such breach has not been remedied within thirty days of the receipt of a second written notice of such breach, the Trust may retain all or a portion of the withheld fees that is proportionate to the harm caused by such breach, provided, however, that nothing herein shall prevent the Trust from pursuing other remedies to which it may be entitled, including equitable relief or compensatory damages for breach of this Agreement. If the Transfer Agent Administrator does not agree with the amount of withheld payments to be retained by the Trust, the parties will go to arbitration, with the costs of arbitration paid by the Transfer AgentAdministrator.