Common use of Centralized Functions Clause in Contracts

Centralized Functions. 30.1 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, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third party service providers who do not provide investment management services to registered investment companies and that are subject to confidentiality obligations comparable to those provided herein (“third party service providers”). Solely in connection with the Centralized Functions: (i) the Fund consents to the disclosure of and authorizes BNYM to disclose only such information regarding the Fund as is required to perform the Centralized Functions to the BNY Mellon Group (excluding without limitation its investment management affiliates and subsidiaries that provide services to open-end mutual funds) and to its affiliate, subsidiaries and third party service providers, provided that no customer specific information or information that may identify the Funds, their managers or their distribution partners, may be disclosed to such third party service providers, and (ii) if required to perform the Centralized Functions, BNYM may store the names and business addresses of the Fund’s employees on the systems or in the records of the BNY Mellon Group (excluding systems and records of its investment management affiliates and subsidiaries that provide services to open-end mutual funds) or its affiliates and subsidiaries. BNY Mellon Group will not provide any access to any Fund information, or any analyses derived from or based on such information, whether or not a Fund or its investors can be identified therefrom, to its investment management affiliates and subsidiaries that provide services to open end mutual funds. Any information provided to Transfer Agent under this Agreement and/or during the course of providing services under this Agreement (1) shall not be misused by the BNY Mellon Group, which for the avoidance of doubt, shall include any use other than those contemplated by this Agreement and (2) shall be subject to Articles 13 and 17 hereof. The use of Centralized Functions shall not relieve the Transfer Agent of any liability or obligations it may have under this Agreement.

Appears in 10 contracts

Samples: Transfer Agency and Services Agreement (Legg Mason Partners Variable Income Trust), Transfer Agency and Services Agreement (Legg Mason Partners Premium Money Market Trust), Transfer Agency and Services Agreement (Legg Mason Global Asset Management Trust)

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Centralized Functions. 30.1 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, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third party service providers who do not provide investment management services to registered investment companies and that are subject to confidentiality obligations comparable to those provided herein (“third party service providers”). Solely in connection with the Centralized Functions: (i) the Fund consents to the disclosure of and authorizes BNYM to disclose only such information regarding the Fund as is required to perform the Centralized Functions to the BNY Mellon Group (excluding without limitation its investment management affiliates and subsidiaries that provide services to open-end mutual funds) and to its affiliate, subsidiaries and third party service providers, provided that no customer specific information or information that may identify the Funds, their managers or their distribution partners, may be disclosed to such third party service providers, and (ii) if required to perform the Centralized Functions, BNYM may store the names and business addresses of the Fund’s employees on the systems or in the records of the BNY Mellon Group (excluding systems and records of its investment management affiliates and subsidiaries that provide services to open-end mutual funds) or its affiliates and subsidiaries. BNY Mellon Group will not provide any access to any Fund information, or any analyses derived from or based on such information, whether or not a Fund or its investors can be identified therefrom, to its investment management affiliates and subsidiaries that provide services to open end mutual funds. Any information provided to Transfer Agent under this Agreement and/or during the course of providing services under this Agreement (1) shall not no : be misused by the BNY Mellon Group, which for the avoidance of doubt, shall include any use other than those contemplated by this Agreement and (2) shall be subject to Articles 13 and 17 hereof. The use of Centralized Functions shall not relieve the Transfer Agent of any liability or obligations it may have under this Agreement.

Appears in 1 contract

Samples: Transfer Agency and Services Agreement (Legg Mason Partners Variable Equity Trust)

Centralized Functions. 30.1 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, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third party service providers who do not provide investment management services to registered investment companies and that are subject to confidentiality obligations comparable to those provided herein (“third third-party service providers”). Solely in connection with the Centralized Functions: Functions and notwithstanding any other inconsistent provision in this Agreement, (i) the Fund consents to the disclosure of and authorizes BNYM BNY Mellon to disclose only such information regarding the Fund as is required to perform the Centralized Functions (“Customer-Related Data”) to the BNY Mellon Group (excluding without limitation its investment management affiliates and subsidiaries that provide services to open-end mutual funds) and to its affiliate, subsidiaries and third third-party service providers, provided that no customer specific information or information that may identify the Funds, their managers or their distribution partners, may be disclosed providers who are subject to confidentiality obligations with respect to such third party service providers, information and (ii) if required to perform the Centralized Functions, BNYM BNY Mellon may store the names and business addresses contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group (excluding systems and records of its investment management affiliates and subsidiaries that provide services to open-end mutual funds) or its affiliates 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 subsidiaries. the BNY Mellon Group will not provide any access to any Fund informationown all such aggregated data, or any analyses derived from or based on such information, whether or not a Fund or its investors can be identified therefrom, to its investment management affiliates and subsidiaries provided that provide services to open end mutual funds. Any information provided to Transfer Agent under this Agreement and/or during the course of providing services under this Agreement (1) shall not be misused by the BNY Mellon GroupGroup shall not distribute within BNY Mellon Group or to third parties such aggregated data in a format that identifies Customer-Related Data with the Fund. Subject to the foregoing terms of this paragraph, BNY Mellon will employ reasonable safeguards designed to protect the confidentiality of Customer-Related Data which for are appropriate to the avoidance type of doubtinformation concerned. In the event of a known unauthorized disclosure of the Fund’s account holdings or transaction information (i) BNY Mellon will notify the Fund promptly upon learning of such disclosure and relevant facts relating thereto as known at the time, shall include any use other than those contemplated by this Agreement (ii) BNY Mellon will keep the Fund informed as to the progress of its investigation and response with respect to such disclosure and (2iii) shall be subject BNY Mellon will conduct a root cause analysis of the reasons for and circumstances of such disclosure and will use reasonable efforts to Articles 13 and 17 hereof. The use implement measures designed to prevent a reoccurrence of Centralized Functions shall not relieve the Transfer Agent a disclosure of any liability or obligations it may have under this Agreementa similar nature.

Appears in 1 contract

Samples: Custodian Services Agreement (PNC Funds)

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Centralized Functions. 30.1 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, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third party service providers who do not provide investment management services to registered investment companies and that are subject to confidentiality obligations comparable to those provided herein (“third third-party service providers”). Solely in connection with the Centralized Functions: Functions and notwithstanding any other inconsistent provision if this Agreement, (i) the Fund consents to the disclosure of and authorizes BNYM BNY Mellon to disclose only such information regarding the Fund as is required to perform the Centralized Functions (“Customer-Related Data”) to the BNY Mellon Group (excluding without limitation its investment management affiliates and subsidiaries that provide services to open-end mutual funds) and to its affiliate, subsidiaries and third third-party service providers, provided that no customer specific information or information that may identify the Funds, their managers or their distribution partners, may be disclosed providers who are subject to confidentiality obligations with respect to such third party service providers, information and (ii) if required to perform the Centralized Functions, BNYM BNY Mellon may store the names and business addresses contact information of the Fund’s employees and representatives on the systems or in the records of the BNY Mellon Group (excluding systems and records of its investment management affiliates and subsidiaries that provide services to open-end mutual funds) or its affiliates 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 subsidiaries. the BNY Mellon Group will not provide any access to any Fund informationown all such aggregated data, or any analyses derived from or based on such information, whether or not a Fund or its investors can be identified therefrom, to its investment management affiliates and subsidiaries provided that provide services to open end mutual funds. Any information provided to Transfer Agent under this Agreement and/or during the course of providing services under this Agreement (1) shall not be misused by the BNY Mellon GroupGroup shall not distribute the aggregated data in a format that identifies Customer-Related Data with the Fund. Subject to the foregoing terms of this paragraph, BNY Mellon will employ reasonable safeguards designed to protect the confidentiality of Customer-Related Data which for are appropriate to the avoidance type of doubtinformation concerned. In the event of a known unauthorized disclosure of the Fund’s account holdings or transaction information (i) BNY Mellon will notify the Fund promptly upon learning of such disclosure and relevant facts relating thereto as known at the time, shall include any use other than those contemplated by this Agreement (ii) BNY Mellon will keep the Fund informed as to the progress of its investigation and response with respect to such disclosure and (2iii) shall be subject BNY Mellon will conduct a root cause analysis of the reasons for and circumstances of such disclosure and will use reasonable efforts to Articles 13 and 17 hereof. The use implement measures designed to prevent a reoccurrence of Centralized Functions shall not relieve the Transfer Agent a disclosure of any liability or obligations it may have under this Agreementa similar nature.

Appears in 1 contract

Samples: Co Administration and Accounting Services Agreement (PNC Funds)

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