Common use of Centralized Functions Clause in Contracts

Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the “Centralized Providers”). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Fund consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s disclosure of Fund information, including Fund Confidential Information, to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s storage of names and business addresses of Fund employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, BNYM may use Fund’s Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fund’s Confidential Information on an anonymized basis with other similar client data for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any Fund or the Funds collectively, or any shareholder(s) of a Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized Providers.

Appears in 4 contracts

Samples: Transfer Agency and Shareholder Services Agreement (Pioneer Series Trust X), Transfer Agency and Shareholder Services Agreement (Pioneer Series Trust Xiv), Transfer Agency and Shareholder Services Agreement (Pioneer Core Trust I)

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Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the "Centralized Functions") in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the "Centralized Providers"). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Fund consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s 's disclosure of Fund information, including Fund Confidential Information, to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s 's storage of names and business addresses of Fund employees and employees of its affiliates and sponsors with the Centralized Providers. BNYM acknowledges and agrees that Fund information, including Fund Confidential Information, shall be disclosed to the Centralized Providers only to the extent necessary to perform the obligations under this Agreement, and that each of the Centralized Providers shall be subject to confidentiality obligations at least as restrictive as those herein. In addition, BNYM may use Fund’s Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fund’s Confidential Information on an anonymized basis with other similar client data for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any Fund or the Funds collectively, or any shareholder(s) of a Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized Providers.

Appears in 4 contracts

Samples: Shareholder Services Agreement (Laudus Trust), Shareholder Services Agreement (Schwab Annuity Portfolios), Shareholder Services Agreement (Schwab Capital Trust)

Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may centralize non-shareholder-facing support functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the "Centralized Functions") in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the "Centralized Providers"). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Fund consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s 's disclosure of Fund information, including Fund Confidential Information, to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s 's storage of names and business addresses of Fund employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, BNYM may use Fund’s Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fund’s Confidential Information on an anonymized basis with other similar client data for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any Fund or the Funds collectively, or any shareholder(s) of a Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized Providers.

Appears in 3 contracts

Samples: Transfer Agency and Shareholder Services Agreement (Touchstone Strategic Trust), Transfer Agency and Shareholder Services Agreement (Touchstone Variable Series Trust), Transfer Agency and Shareholder Services Agreement (Touchstone Funds Group Trust)

Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize non- shareholder-facing support functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the “Centralized Providers”). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Fund consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s disclosure of Fund information, including Fund Confidential Information, to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s storage of names and business addresses of Fund employees and employees of its affiliates Affiliates and sponsors with the Centralized Providers. Notwithstanding the use of Centralized Providers and the provision of services through Centralized Functions, BNYM remains subject to the duties and obligations under this agreement and remains liable under the terms of this Agreement. In addition, BNYM may the Fund consents to BNYM’s use Fund’s of Fund Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fundto the BNY Mellon Group’s aggregation of Fund Confidential Information on an fully anonymized basis with other similar client data for BNYM’s product and its Affiliates’ product service development and distribution distribution, for general marketing purposes and marketing for producing market or similar analyses for its clients, provided that in any such case Fund Confidential Information cannot be identified or derived from any such aggregated and thought leadership purposesanonymized data. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any Fund or the Funds collectively, or any shareholder(s) of a Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized Providers.

Appears in 2 contracts

Samples: Transfer Agency and Shareholder Services Agreement (Lord Abbett Investment Trust), Transfer Agency and Shareholder Services Agreement (Lord Abbett Research Fund Inc)

Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communicationsproduct communication, relationship management, storage and record retentionstorage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more Affiliates and affiliates, subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (providers. Solely in connection with the Centralized Providers”). Notwithstanding Functions and notwithstanding any other inconsistent provision of the Agreement and subject to the confidentiality obligations hereinif this Agreement, (i) the Fund consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s disclosure of and authorizes BNYM to disclose information regarding the Fund information, including Fund Confidential Information, (“Customer-Related Data”) to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s storage of names and business addresses of Fund employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, BNYM may use Fund’s Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fund’s Confidential Information on an anonymized basis with other similar client data for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes. The BNY Mellon Group shall possess all ownership rights and to its third-party service providers who are subject to confidentiality obligations with respect to such information and (ii) BNYM may store the names and business contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group or its third party service providers. Notwithstanding any other inconsistent provision in this Agreement, the BNY Mellon Group may aggregate Customer-Related Data with other data collected and/or calculated by the BNY Mellon Group and the BNY Mellon Group will own all such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data Customer-Related Data with any Fund or the Funds collectivelyFund. Subject to the foregoing terms of this paragraph, or any shareholder(s) BNY Mellon will employ reasonable safeguards designed to protect the confidentiality of Customer-Related Data which are appropriate to the type of information concerned. In the event of a known unauthorized disclosure of the Fund. Use ’s account holdings or transaction information (i) BNYM will notify the Fund promptly upon learning of Centralized Providers pursuant such disclosure and relevant facts relating thereto as known at the time, (ii) BNYM will keep the Fund informed as to this Section 19(r) shall not relieve BNYM of any the progress of its obligations or liabilities hereunder investigation and response with respect to such disclosure and (iii) BNYM shall remain responsible for the will conduct a root cause analysis of the Centralized Providersreasons for and circumstances of such disclosure and will use reasonable efforts to implement measures designed to prevent a reoccurrence of a disclosure of a similar nature.

Appears in 1 contract

Samples: Transfer Agency and Shareholder Services Agreement (PNC Funds)

Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the “Centralized Providers”). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Fund consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s 's disclosure of Fund information, including Fund Confidential Information, to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s 's storage of names and business addresses of Fund employees and employees of its affiliates Affiliates and sponsors with the Centralized Providers. Notwithstanding the use of Centralized Providers and the provision of services through Centralized Functions, BNYM remains subject to the duties and obligations under this agreement and remains liable under the terms of this Agreement. In addition, BNYM may the Fund consents to BNYM's use Fund’s of Fund Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fund’s to the BNY Mellon Group's aggregation of Fund Confidential Information on an fully anonymized basis with other similar client data for BNYM’s product and its Affiliates’ product service development and distribution distribution, for general marketing purposes and marketing for producing market or similar analyses for its clients, provided that in any such case Fund Confidential Information cannot be identified or derived from any such aggregated and thought leadership purposesanonymized data. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any Fund or the Funds collectively, or any shareholder(s) of a Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized Providers.

Appears in 1 contract

Samples: Transfer Agency and Shareholder Services Agreement (Versus Capital Infrastructure Income Fund)

Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the “Centralized Providers”). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Fund Trust consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s disclosure of Fund Trust information, including Fund Trust Confidential Information, to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s storage of names and business addresses of Fund Trust employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, BNYM may use FundTrust’s Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate FundTrust’s Confidential Information on an anonymized basis with other similar client data for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any Fund or the Funds collectivelyTrust, or any shareholder(sunitholder(s) of a Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized ProvidersTrust.

Appears in 1 contract

Samples: Agency and Unitholder Services Agreement (Afl Cio Housing Investment Trust)

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Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the "Centralized Functions") in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the "Centralized Providers"). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Fund consents to the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s 's disclosure of Fund information, including Fund Confidential Information, to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s 's storage of names and business addresses of Fund employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, BNYM may the Fund consents to BNYM's use Fund’s of Fund Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fund’s to the BNY Mellon Group's aggregation of Fund Confidential Information on an fully anonymized basis with other similar client data for BNYM’s product and its Affiliates’ product service development and distribution distribution, for general marketing purposes and marketing for producing market or similar analyses for its clients, provided that in any such case Fund Confidential Information cannot be identified or derived from any such aggregated and thought leadership purposesanonymized data. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any the Fund or the Funds collectively, or any shareholder(s) of a the Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized Providers.. Confidential And Proprietary

Appears in 1 contract

Samples: Transfer Agency and Shareholder Services Agreement (Ark Venture Fund)

Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the Centralized Functions”) in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the Centralized Providers”). Notwithstanding any other provision of the Agreement Agreement, solely in connection with the Centralized Functions and subject to the confidentiality obligations hereinonly in compliance with all applicable laws, including data protection laws, the Fund consents to (i) the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s disclosure of Fund information, including Fund Confidential Information, to the Centralized ProvidersProviders who are subject to confidentiality obligations substantially similar to the confidentiality obligations elaborated in this Agreement with respect to such information, and, BNYM’s use of such information in connection with the Centralized Functions, and (ii) BNYM’s storage of names and business addresses of Fund employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, and only in compliance with all applicable laws, including data protection laws, BNYM may aggregate and use Fund’s Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fund’s Confidential Information on an anonymized basis with other similar client data to analyze and improve product and service performance, for internal research and development activities, and for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes; provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies or links Fund Confidential Information with the Fund, or which in any manner could be reverse engineered to identify the Fund, and BNYM being liable for any direct damages associated with any such identification of Fund Confidential Information. For the avoidance of doubt, for purposes of this Section 19(r), Fund Confidential Information shall not include any Personal Information of any of the Fund’s current and former shareholders (unless such shareholder is an employee of the Administrator or Fund). The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any Fund or the Funds collectively, or any shareholder(s) of a Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized Providers.

Appears in 1 contract

Samples: Transfer Agency and Shareholder Services Agreement (KKR US Direct Lending Fund-U)

Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the “Centralized Providers”). Notwithstanding any other provision of the Agreement Agreement, solely in connection with the Centralized Functions and subject to the confidentiality obligations hereinonly in compliance with all applicable laws, including data protection laws, the Fund consents to (i) the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s disclosure of Fund information, including Fund Confidential Information, to the Centralized ProvidersProviders who are subject to confidentiality obligations substantially similar to the confidentiality obligations elaborated in this Agreement with respect to such information, and, BNYM’s use of such information in connection with the Centralized Functions, and (ii) BNYM’s storage of names and business addresses of Fund employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, and only in compliance with all applicable laws, including data protection laws, BNYM may aggregate and use Fund’s Confidential Information to analyze and improve product and service performance and for internal research and development activities, and may aggregate Fund’s Confidential Information on an anonymized basis with other similar client data to analyze and improve product and service performance, for internal research and development activities, and for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes; provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies or links Fund Confidential Information with the Fund, or which in any manner could be reverse engineered to identify the Fund, and BNYM being liable for any direct damages associated with any such identification of Fund Confidential Information. For the avoidance of doubt, for purposes of this Section 19(r), Fund Confidential Information shall not include any Personal Information of any of the Fund’s current and former shareholders (unless such shareholder is an employee of the Administrator or Fund). The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies data with any Fund or the Funds collectively, or any shareholder(s) of a Fund. Use of Centralized Providers pursuant to this Section 19(r) shall not relieve BNYM of any of its obligations or liabilities hereunder and BNYM shall remain responsible for the conduct of the Centralized Providers.

Appears in 1 contract

Samples: Transfer Agency and Shareholder Services Agreement (KKR Asset-Based Income Fund)

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