Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized Use or to conduct financial or non- financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized User furnishes one or more Security Codes to the Investment Service Provider: (1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and (2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system. (b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 13 contracts
Samples: Transfer Agency Services Agreement (Voya Separate Portfolios Trust), Transfer Agency Services Agreement (Voya PARTNERS INC), Transfer Agency Services Agreement (Voya Government Money Market Portfolio)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 13 contracts
Samples: Transfer Agency and Shareholder Services Agreement (KKR Asset-Based Income Fund), Transfer Agency and Shareholder Services Agreement (Lord Abbett Investment Trust), Transfer Agency and Shareholder Services Agreement (Lord Abbett Research Fund Inc)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized Use a Permitted User or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 5 contracts
Samples: Transfer Agency and Shareholder Services Agreement (AMG Funds II), Transfer Agency and Shareholder Services Agreement (AMG Funds IV), Transfer Agency and Shareholder Services Agreement (AMG Funds I)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; andand Confidential And Proprietary Execution Version
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code. Confidential And Proprietary Execution Version AdvisorCentral A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund and client account data on the transfer agent mainframe via the Internet if permitted access by Company and for Company back offices to view the same data. ACE ACE Settlement (Automated Control Environment) - Performs automated mutual fund settlement, dividend settlement, tax withholding tracking, and gain loss settlement and produces the supersheet that contains a summary of dollar and share activities. Includes in the foregoing all estimation functions previously performed by ACE Estimate. AHD (Automated Help Desk) - a Web based help desk application used to log and track transactional issues. AOS AOS (Advanced Output Solutions) Digital Reports - Provides access to and the ability to print certain print/mail output generated by the Document Solutions system in connection with services provided to customers of clients, such as customer statements, customer confirmations and customer tax forms. CMS* (Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide the following capabilities: workflow management, electronic document processing, integrated Web-based front-end processing, customer relationship management and automated servicing of brokers and investors. The principal subsystems are Correspondence, Customer Relationship Manager (automates call center activities), Image and Operational Desktop and includes E-Forms. DAZL (Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company designated end users for viewing. DRAS (Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the Company's entire customer information base as copied nightly from the transfer agent mainframe and includes an integrated reporting tool. IFM System (Intermediary Fee Management System) - application that facilitates the management, processing and payment of amounts owed by Funds to financial intermediaries as distribution expenses. FPT (Fund Pricing Transmission) (formerly known as PRAT) - application that receives fund price and rate information from fund accounting agents on a nightly basis, edits and performs quality control checks on the information, then uploads the prices and rates to the mainframe recordkeeping system, allows the user the ability to view, enter, upload, download, and print price/rate information. FSR (Full Service Retail) - principal transfer agent mainframe system which performs comprehensive processing and shareholder recordkeeping functions, including: transaction processing (purchases, redemptions, exchanges, transfers, adjustments, and cancellations), distribution processing (dividends and capital gains), commission processing and shareholder event processing (automatic investment plans, systematic withdrawal plans, systematic exchanges); creating and transmitting standard and custom data feeds to support printed output (statements, confirmations, checks), sales and tax reporting. FSR interfaces and exchanges data with various surround systems and subsystems and includes a functionality providing for direct online access. Also includes a functionality that temporarily stores systems-generated reports electronically before being transferred to COLD.
Appears in 2 contracts
Samples: Transfer Agency and Shareholder Services Agreement (Schwab Capital Trust), Transfer Agency and Shareholder Services Agreement (Schwab Annuity Portfolios)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized Use a Permitted User or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code. AdvisorCentral A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund and client account data on the transfer agent mainframe via the Internet if permitted access by Company and for Company back offices to view the same data. ACE (Automated Control Environment) - Windows database and reporting capability which automates accounting functions for mutual fund settlement, gain/loss tracking, dividend/capital gains settlement and tax withholding tracking. AHD (Automated Help Desk) - a Web based help desk application used to log and track transactional issues. AOS AOS (Advanced Output Solutions) Digital Reports - Provides access to and the ability to print certain print/mail output generated by the Document Solutions system in connection with services provided to customers of clients, such as customer statements, customer confirmations and customer tax forms. CMS* (Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide the following capabilities: workflow management, electronic document processing, integrated Web-based front-end processing, customer relationship management and automated servicing of brokers and investors. The principal subsystems are Correspondence, Customer Relationship Manager (automates call center activities), Image and Operational Desktop and includes E-Forms. COLD (Computer Output to Laser Disk) - document management system that provides for the laser disc storage in a PC/server environment of certain data and documents generated on a mainframe and quick retrieval. DAZL (Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company designated end users for viewing. DealMan (Deal Manager) - third party application providing an intermediary oversight customer relationship management tool that promotes a higher level of governance in the management of intermediaries and counterparties through streamlined and detailed document management, data analytics and board reporting. It includes a document vault to store compliance documentation such as contracts, intermediary questionnaires, and Financial Intermediary Controls and Compliance Assessment Framework (XXXXX) results. Fees (i.e., 12b-1 and sub-TA) and other data points can be reviewed across multiple intermediaries. Quantitative metrics from both XxxXxx and 22c-2 System are included in the dashboard analytics when a user also subscribes to those products. Risk profiles can be created using custom data points allowing the user to rate counterparties for purposes of determining firms that merit heightened scrutiny during annual reviews. DRAS (Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the Company's entire customer information base as copied nightly from the transfer agent mainframe and includes an integrated reporting tool. XxxXxx (Fee Manager) - application that facilitates the management, processing and payment of amounts owed by Funds to financial intermediaries as distribution expenses through: mapping and automatic loading of invoices, comparison of current invoice to past invoices and available subaccounting and transfer agency records, accrual and payment of fund-designated fees without invoices, export of approved payments to third party fulfillment or DTCC settlement system or automated payment from Fund transfer agency accounts, allocation of payments to specific funding sources, modeling of fees and comparison of model to historical data, historical fee analytic capability, invoice analytics that detect invoice variance trends; analytic reports. FPT (Fund Pricing Transmission) (formerly known as PRAT) - application that receives fund price and rate information from fund accounting agents on a nightly basis, edits and performs quality control checks on the information, then uploads the prices and rates to the mainframe recordkeeping system, allows the user the ability to view, enter, upload, download, and print price/rate information. FSR (Full Service Retail) - principal transfer agent mainframe system which performs comprehensive processing and shareholder recordkeeping functions, including: transaction processing (purchases, redemptions, exchanges, transfers, adjustments, and cancellations), distribution processing (dividends and capital gains), commission processing and shareholder event processing (automatic investment plans, systematic withdrawal plans, systematic exchanges); creating and transmitting standard and custom data feeds to support printed output (statements, confirmations, checks), sales and tax reporting. FSR interfaces and exchanges data with various surround systems and subsystems and includes a functionality providing for direct online access. Also includes a functionality that temporarily stores systems-generated reports electronically before being transferred to COLD.
Appears in 2 contracts
Samples: Transfer Agency and Shareholder Services Agreement (Pax World Funds Series Trust I), Transfer Agency and Shareholder Services Agreement (Pax World Funds Series Trust I)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
(c) Schedule B is deleted and replaced in its entirety with the Schedule B attached to Amendment No. 7 to Transfer Agency and Shareholder Services Agreement, dated as of July 5, 2018, between BNYM and the Trust.
(d) Exhibit 1 to Schedule C is deleted and replaced in its entirety with the Exhibit 1 to Schedule C attached to Amendment No. 7 To Transfer Agency And Shareholder Services Agreement, dated as of July 5, 2018, between BNYM and the Trust.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (GuideStone Funds)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; andand Confidential And Proprietary Execution Version
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code. Confidential And Proprietary Execution Version AdvisorCentral A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund and client account data on the transfer agent mainframe via the Internet if permitted access by Company and for Company back offices to view the same data. ACE ACE Settlement (Automated Control Environment) - Performs automated mutual fund settlement, dividend settlement, tax withholding tracking, and gain loss settlement and produces the supersheet that contains a summary of dollar and share activities. Includes in the foregoing all estimation functions previously performed by ACE Estimate. AHD (Automated Help Desk) - a Web based help desk application used to log and track transactional issues. AOS AOS (Advanced Output Solutions) Digital Reports - Provides access to and the ability to print certain print/mail output generated by the Document Solutions system in connection with services provided to customers of clients, such as customer statements, customer confirmations and customer tax forms. CMS* (Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide the following capabilities: workflow management, electronic document processing, integrated Web-based front-end processing, customer relationship management and automated servicing of brokers and investors. The principal subsystems are Correspondence, Customer Relationship Manager (automates call center activities), Image and Operational Desktop and includes E-Forms. DAZL (Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company designated end users for viewing. DRAS (Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the Company's entire customer information base as copied nightly from the transfer agent mainframe and includes an integrated reporting tool. IFM System (Intermediary Fee Management System) - application that facilitates the management, processing and payment of amounts owed by Funds to financial intermediaries as distribution expenses. FPT (Fund Pricing Transmission) (formerly known as PRAT) - application that receives fund price and rate information from fund accounting agents on a nightly basis, edits and performs quality control checks on the information, then uploads the prices and rates to the mainframe recordkeeping system, allows the user the ability to view, enter, upload, download, and print price/rate information.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Laudus Trust)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System System, which are in each case commercially reasonable ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences to the extent arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's ’s technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates Affiliates to the extent arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's ’s technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code. AdvisorCentral A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund and client account data on the transfer agent mainframe via the Internet if permitted access by Company and for Company back offices to view the same data. ACE (Automated Control Environment) - Windows database and reporting capability which automates accounting functions for mutual fund settlement, gain/loss tracking, dividend/capital gains settlement and tax withholding tracking. AHD (Automated Help Desk) - a Web based help desk application used to log and track transactional issues. AOS AOS (Advanced Output Solutions) Digital Reports - Provides access to and the ability to print certain print/mail output generated by the Document Solutions system in connection with services provided to customers of clients, such as customer statements, customer confirmations and customer tax forms. CMS* (Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide the following capabilities: workflow management, electronic document processing, integrated Web-based front-end processing, customer relationship management and automated servicing of brokers and investors. The principal subsystems are Correspondence, Customer Relationship Manager (automates call center activities), Image and Operational Desktop and includes E-Forms. COLD (Computer Output to Laser Disk) - document management system that provides for the laser disc storage in a PC/server environment of certain data and documents generated on a mainframe and quick retrieval. DAZL (Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company designated end users for viewing. DRAS (Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the Company’s entire customer information base as copied nightly from the transfer agent mainframe and includes an integrated reporting tool. XxxXxx (Fee Manager) - application that facilitates the management, processing and payment of amounts owed by Funds to financial intermediaries as distribution expenses through: mapping and automatic loading of invoices, comparison of current invoice to past invoices and available subaccounting and transfer agency records, accrual and payment of fund-designated fees without invoices, export of approved payments to third party fulfillment or DTCC settlement system or automated payment from Fund transfer agency accounts, allocation of payments to specific funding sources, modeling of fees and comparison of model to historical data, historical fee analytic capability, invoice analytics that detect invoice variance trends; analytic reports. FPT (Fund Pricing Transmission) (formerly known as PRAT) - application that receives fund price and rate information from fund accounting agents on a nightly basis, edits and performs quality control checks on the information, then uploads the prices and rates to the mainframe recordkeeping system, allows the user the ability to view, enter, upload, download, and print price/rate information. FSR (Full Service Retail) - principal transfer agent mainframe system which performs comprehensive processing and shareholder recordkeeping functions, including: transaction processing (purchases, redemptions, exchanges, transfers, adjustments, and cancellations), distribution processing (dividends and capital gains), commission processing and shareholder event processing (automatic investment plans, systematic withdrawal plans, systematic exchanges); creating and transmitting standard and custom data feeds to support printed output (statements, confirmations, checks), sales and tax reporting. FSR interfaces and exchanges data with various surround systems and subsystems and includes a functionality providing for direct online access. Also includes a functionality that temporarily stores systems-generated reports electronically before being transferred to COLD.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Sterling Capital Funds)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code. AdvisorCentral A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund and client account data on the transfer agent mainframe via the Internet if permitted access by Company and for Company back offices to view the same data. ACE ACE Settlement (Automated Control Environment) - Performs automated mutual fund settlement, dividend settlement, tax withholding tracking, and gain loss settlement and produces the supersheet that contains a summary of dollar and share activities. Includes in the foregoing all estimation functions previously performed by ACE Estimate. AHD (Automated Help Desk) - a Web based help desk application used to log and track transactional issues. AOS AOS (Advanced Output Solutions) Digital Reports - Provides access to and the ability to print certain print/mail output generated by the Document Solutions system in connection with services provided to customers of clients, such as customer statements, customer confirmations and customer tax forms. CMS* (Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide the following capabilities: workflow management, electronic document processing, integrated Web-based front-end processing, customer relationship management and automated servicing of brokers and investors. The principal subsystems are Correspondence, Customer Relationship Manager (automates call center activities), Image and Operational Desktop and includes E-Forms. DAZL (Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company designated end users for viewing. DealMan (Deal Manager) - third party application providing an intermediary oversight customer relationship management tool that promotes a higher level of governance in the management of intermediaries and counterparties through streamlined and detailed document management, data analytics and board reporting. It includes a document vault to store compliance documentation such as contracts, intermediary questionnaires, and Financial Intermediary Controls and Compliance Assessment Framework (FXXXX) results. Fees (i.e., 12b-1 and sub-TA) and other data points can be reviewed across multiple intermediaries. Quantitative metrics from both FxxXxx and 22c-2 System are included in the dashboard analytics when a user also subscribes to those products. Risk profiles can be created using custom data points allowing the user to rate counterparties for purposes of determining firms that merit heightened scrutiny during annual reviews. DRAS (Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the Company's entire customer information base as copied nightly from the transfer agent mainframe and includes an integrated reporting tool. FxxXxx (Fee Manager) - application that facilitates the management, processing and payment of amounts owed by Funds to financial intermediaries as distribution expenses through: mapping and automatic loading of invoices, comparison of current invoice to past invoices and available subaccounting and transfer agency records, accrual and payment of fund-designated fees without invoices, export of approved payments to third party fulfillment or DTCC settlement system or automated payment from Fund transfer agency accounts, allocation of payments to specific funding sources, modeling of fees and comparison of model to historical data, historical fee analytic capability, invoice analytics that detect invoice variance trends; analytic reports. FPT (Fund Pricing Transmission) (formerly known as PRAT) - application that receives fund price and rate information from fund accounting agents on a nightly basis, edits and performs quality control checks on the information, then uploads the prices and rates to the mainframe recordkeeping system, allows the user the ability to view, enter, upload, download, and print price/rate information. FSR (Full Service Retail) - principal transfer agent mainframe system which performs comprehensive processing and shareholder recordkeeping functions, including: transaction processing (purchases, redemptions, exchanges, transfers, adjustments, and cancellations), distribution processing (dividends and capital gains), commission processing and shareholder event processing (automatic investment plans, systematic withdrawal plans, systematic exchanges); creating and transmitting standard and custom data feeds to support printed output (statements, confirmations, checks), sales and tax reporting. FSR interfaces and exchanges data with various surround systems and subsystems and includes a functionality providing for direct online access. Also includes a functionality that temporarily stores systems-generated reports electronically before being transferred to COLD. IAM (Internet Account Management, also known as NextGen) - application permitting account owners via the Internet to view account information and effect certain transactions and account maintenance changes and includes administrator site. NSCC* (National Securities Clearing Corporation) - application allowing web-based utility at user's desktop to support processing linked to NSCC activity, including networking, Fund/SERV, DCC&S, Commission/SERV, mutual fund profile, and transfer of retirement assets, and includes NEWS (NSCC Exception Workflow Processing) which provides for the inputting of reject and exception information to the NSCC system. Mobius Document management system that provides for the storage and retrieval of reports generated on a mainframe. Mobius replaced COLD. OOM (Online Output Management) - functionality permitting user to view within the Document Solutions processing system (performs print mail and tax form production and fulfillment services) the location of a specific output, such as a confirmation or statement, in the Document Solutions work flow. Sumday A software application made available to a fund through a dedicated portal (i) that permits persons to open accounts in the fund, to subscribe to shares of the fund, to direct the method of payment for such subscriptions and to redeem shares of the fund, and (ii) that maintains records of such transactions. TLM Centralized, automated, reconciliation platform and governance structure supporting reconciliation as an enterprise-wide business service which has the ability to reconcile cash, asset positions and transactions, real-time trade confirmations, and market value. TLM replaced RECONPlus. TRS (Tax Reporting Service) - functionality performing all applicable federal and state tax reporting (tax form processing and corrections), tax-related information reporting, and compliance mailings (including W-0, X-0, XXX, B-Notice, and C-Notice).
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (FundVantage Trust)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code. Confidential And Proprietary Execution Version AdvisorCentral A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund and client account data on the transfer agent mainframe via the Internet if permitted access by Company and for Company back offices to view the same data. ACE ACE Settlement (Automated Control Environment) - Performs automated mutual fund settlement, dividend settlement, tax withholding tracking, and gain loss settlement and produces the supersheet that contains a summary of dollar and share activities. Includes in the foregoing all estimation functions previously performed by ACE Estimate. AHD (Automated Help Desk) - a Web based help desk application used to log and track transactional issues. AOS AOS (Advanced Output Solutions) Digital Reports - Provides access to and the ability to print certain print/mail output generated by the Document Solutions system in connection with services provided to customers of clients, such as customer statements, customer confirmations and customer tax forms. CMS* (Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide the following capabilities: workflow management, electronic document processing, integrated Web-based front-end processing, customer relationship management and automated servicing of brokers and investors. The principal subsystems are Correspondence, Customer Relationship Manager (automates call center activities), Image and Operational Desktop and includes E-Forms. DAZL (Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company designated end users for viewing. DRAS (Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the Company's entire customer information base as copied nightly from the transfer agent mainframe and includes an integrated reporting tool. IFM System (Intermediary Fee Management System) - application that facilitates the management, processing and payment of amounts owed by Funds to financial intermediaries as distribution expenses. FPT (Fund Pricing Transmission) (formerly known as PRAT) - application that receives fund price and rate information from fund accounting agents on a nightly basis, edits and performs quality control checks on the information, then uploads the prices and rates to the mainframe recordkeeping system, allows the user the ability to view, enter, upload, download, and print price/rate information. FSR (Full Service Retail) - principal transfer agent mainframe system which performs comprehensive processing and shareholder recordkeeping functions, including: transaction processing (purchases, redemptions, exchanges, transfers, adjustments, and cancellations), distribution processing (dividends and capital gains), commission processing and shareholder event processing (automatic investment plans, systematic withdrawal plans, systematic exchanges); creating and transmitting standard and custom data feeds to support printed output (statements, confirmations, checks), sales and tax reporting. FSR interfaces and exchanges data with various surround systems and subsystems and includes a functionality providing for direct online access. Also includes a functionality that temporarily stores systems-generated reports electronically before being transferred to COLD.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Third Avenue Trust)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM BNY Mellon facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM BNY Mellon may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM BNY Mellon permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYMBNY Mellon; and
(2) Company agrees that BNYM BNY Mellon bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's ’s technology system, and that it shall indemnify and defend BNYM BNY Mellon in accordance with the terms of Section 17 11 of the Main Agreement for all Loss incurred by BNYM BNY Mellon or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's ’s technology system.
(b) BNYM BNY Mellon bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code. AdvisorCentral A portal for trusts, financial advisors, broker/dealers and other financial intermediaries to view mutual fund and client account data on the transfer agent mainframe via the Internet if permitted access by Company and for Company back offices to view the same data. ACE (Automated Control Environment) - Windows database and reporting capability which automates accounting functions for mutual fund settlement, gain/loss tracking, dividend/capital gains settlement and tax withholding tracking. AHD (Automated Help Desk) - a Web based help desk application used to log and track transactional issues. AOS AOS (Advanced Output Solutions) Digital Reports - Provides access to and the ability to print certain print/mail output generated by the Document Solutions system in connection with services provided to customers of clients, such as customer statements, customer confirmations and customer tax forms. CMS* (Customer Management Suite) - the combination of functionalities, systems and subsystems which together provide the following capabilities: workflow management, electronic document processing, integrated Web-based front-end processing, customer relationship management and automated servicing of brokers and investors. The principal subsystems are Correspondence, Customer Relationship Manager (automates call center activities), Image and Operational Desktop and includes E-Forms. COLD (Computer Output to Laser Disk) - document management system that provides for the laser disc storage in a PC/server environment of certain data and documents generated on a mainframe and quick retrieval. DAZL (Data Access Zip Link) - application which extracts broker/dealer data at the representative level, branch level and broker/dealer level and third party administrator data from the transfer agent mainframe and transmits it to Company designated end users for viewing. DRAS (Data Repository and Analytics Suite) - a relational data base for management reporting which consists of the Company’s entire customer information base as copied nightly from the transfer agent mainframe and includes an integrated reporting tool. XxxXxx (Fee Manager) - application that facilitates the management, processing and payment of amounts owed by Funds to financial intermediaries as distribution expenses through: mapping and automatic loading of invoices, comparison of current invoice to past invoices and available subaccounting and transfer agency records, accrual and payment of fund-designated fees without invoices, export of approved payments to third party fulfillment or DTCC settlement system or automated payment from Fund transfer agency accounts, allocation of payments to specific funding sources, modeling of fees and comparison of model to historical data, historical fee analytic capability, invoice analytics that detect invoice variance trends; analytic reports. FPT (Fund Pricing Transmission) (formerly known as PRAT) - application that receives fund price and rate information from fund accounting agents on a nightly basis, edits and performs quality control checks on the information, then uploads the prices and rates to the mainframe recordkeeping system, allows the user the ability to view, enter, upload, download, and print price/rate information. FSR (Full Service Retail) - principal transfer agent mainframe system which performs comprehensive processing and shareholder recordkeeping functions, including: transaction processing (purchases, redemptions, exchanges, transfers, adjustments, and cancellations), distribution processing (dividends and capital gains), commission processing and shareholder event processing (automatic investment plans, systematic withdrawal plans, systematic exchanges); creating and transmitting standard and custom data feeds to support printed output (statements, confirmations, checks), sales and tax reporting. FSR interfaces and exchanges data with various surround systems and subsystems and includes a functionality providing for direct online access. Also includes a functionality that temporarily stores systems-generated reports electronically before being transferred to COLD. IAM (Internet Account Management, also known as NextGen) - application permitting account owners via the Internet to view account information and effect certain transactions and account maintenance changes and includes administrator site. NSCC* (National Securities Clearing Corporation) - application allowing web-based utility at user’s desktop to support processing linked to NSCC activity, including networking, Fund/SERV, DCC&S, Commission/SERV, mutual fund profile, and transfer of retirement assets, and includes NEWS (NSCC Exception Workflow Processing) which provides for the inputting of reject and exception information to the NSCC system. Mobius Document management system that provides for the storage and retrieval of reports generated on a mainframe. OOM (Online Output Management) - functionality permitting user to view within the Document Solutions processing system (performs print mail and tax form production and fulfillment services) the location of a specific output, such as a confirmation or statement, in the Document Solutions work flow. OmniAccess Platform providing access to and use of 12b-1 omnibus data across fund complexes and their broker-dealer distributors that automates 12b-1 invoice administration and reconciliation processes. Includes capability to view, store, query and research historical 12b-1 data online, sort and export data in CSV and Excel file formats, access 12b-1 processing parameters and rules, compare past and current payments, and research and query data. Access to broker-dealer omnibus data requires the approval of the broker-dealer in dealer agreements or other written format. RECON (Reconciliation) - application automating bank DDA (Demand Deposit Account) reconciliation. TRS (Tax Reporting Service) - functionality performing all applicable federal and state tax reporting (tax form processing and corrections), tax-related information reporting, and compliance mailings (including X-0, X-0, XXX, X-Xxxxxx, and C-Notice).
Appears in 1 contract
Samples: Administrative Services Agreement (Ironwood Multi-Strategy Fund LLC)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service Service, BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System System, which are in each case commercially reasonable ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences to the extent arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's ’s technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates to the extent arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's ’s technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (PNC Funds)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Confidential And Proprietary Execution Version (3) Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Ramius Archview Credit & Distressed Fund)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized Use or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; andand Confidential And Proprietary EXECUTION
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Versus Capital Infrastructure Income Fund)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized Use or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Polen Credit Opportunities Fund)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.Confidential And Proprietary Execution Version
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Schwab Investments)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12(a) of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Ark Venture Fund)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized User to access or use a Component System or any part of the BNYM System for any purpose ("“Connected Component"”), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized Use or to conduct financial or non- non-financial transactions (such access and use being an "“Investment Service"”, and such third party being an "“Investment Service Provider"”), (ii) Company elects to access and use or permit Authorized Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("“Security Differences"”) and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; and
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's ’s technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's ’s technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.
Appears in 1 contract
Samples: Transfer Agency and Unitholder Services Agreement (Afl Cio Housing Investment Trust)
Aggregation And Other Third Party Services. (a) In the event (i) BNYM facilitates connectivity with, develops or implements functionality, APIs, transmission protocols or any other technological service, product or item that permits or enables a third party acting on behalf of the Company or an Authorized a Permitted User to access or use a Component System or any part of the BNYM System for any purpose ("Connected Component"), including without limitation to access, use, extract, retrieve, input or modify Company Data or other confidential, private or personal information of the Company or an Authorized a Permitted Use or to conduct financial or non- non-financial transactions (such access and use being an "Investment Service", and such third party being an "Investment Service Provider"), (ii) Company elects to access and use or permit Authorized Permitted Users to access and use a Connected Component, and (iii) in connection therewith the Company or a Authorized Permitted User furnishes one or more Security Codes to the Investment Service Provider:
(1) Company acknowledges that in order to permit an Investment Service Provider to provide an Investment Service BNYM may implement or operate information security processes, procedures, features or characteristics with respect to the Connected Component that differ from the information security processes, procedures, features and characteristics it maintains for some or all of the other components of the BNYM System ("Security Differences") and in consideration for its access and use of a Connected Component or for BNYM permitting Authorized Permitted Users to access and use a Connected System it consents to the existence of the Security Differences and agrees that the Security Differences do not constitute negligence or other Liable Conduct on the part of BNYM; andand Confidential And Proprietary Execution Version
(2) Company agrees that BNYM bears no liability or responsibility of any nature to Company for any Loss or other consequences arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system, and that it shall indemnify and defend BNYM in accordance with the terms of Section 17 12 of the Main Agreement for all Loss incurred by BNYM or its affiliates arising to any extent from any access to or use of a Connected Component by or through an Investment Service Provider's technology system.
(b) BNYM bears no liability or responsibility for Loss or other consequences arising from the use of a Security Code established by or for the Company or an Authorized a Permitted User by any person not specifically permissioned by the Security Code to access and use the BNYM System or any of its Component Systems or from the use of such Security Code other than as specifically permissioned by the Security Code.. Confidential And Proprietary Execution Version
Appears in 1 contract
Samples: Transfer Agency and Shareholder Services Agreement (Charles Schwab Family of Funds)