Common use of CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST Clause in Contracts

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with the Auditing Standard Board, Attestation Standards (AT Section 801), as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives’ execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally, in order that the Trust may review the effectiveness of the AML Program as described in Schedule 19.E., BOSTON FINANCIAL will also permit the Trust and its authorized representatives to inspect records maintained by BOSTON FINANCIAL for the Fund directly related to the AML Program services performed for the Fund. G. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s independent public accountants and the Trust’s chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s chief compliance officer, for the expression of the accountants’ opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreement. A report is “Special” if it is not regularly produced by TA2000TM or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 9 contracts

Samples: Transfer Agency Agreement (JPMorgan Trust IV), Transfer Agency Agreement (JPMorgan Trust III), Transfer Agency Agreement (JPMorgan Institutional Trust)

AutoNDA by SimpleDocs

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. aboveabove and Exhibit C, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on Trust with a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), “SAS 70 Report”) as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust Fund has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, representatives to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives’ execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally’s “Confidentiality and Limited Use Agreement, a blank copy of which is attached hereto as Exhibit D. G. BOSTON FINANCIAL agrees to use its best efforts to provide in order that Kansas City, MO at the Trust may review Trust’s expense two (2) man weeks of training for the effectiveness Trust’s personnel in connection with use and operation of the AML Program as described TA2000TM System. All travel and reimbursable expenses incurred by the Trust’s personnel in Schedule 19.E.connection with and during training at BOSTON FINANCIAL’s Facility or DST’s Facility shall be borne by the Trust. At the Trust’s option and expense, BOSTON FINANCIAL will also permit agrees to use its best efforts to provide an additional two (2) man weeks of training at the Trust Trust’s facility for the Trust’s personnel in connection with the conversion to the TA2000TM System. Reasonable travel, per diem and its authorized representatives to inspect records maintained reimbursable expenses incurred by BOSTON FINANCIAL for personnel in connection with and during training at the Fund directly related to Trust’s facility or in connection with the AML Program services performed for conversion shall be borne by the FundTrust. G. H. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s independent public accountants and the Trust’s chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s chief compliance officer, for the expression of the accountants’ their opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreementfor. A report is “Special” if it is not regularly produced by TA2000TM or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 8 contracts

Samples: Transfer Agency Agreement (Jp Morgan Institutional Funds), Transfer Agency Agreement (Jp Morgan Series Trust), Transfer Agency Agreement (Jp Morgan Fleming Series Trust)

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on Trust with a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), "SAS 70 Report") as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s 's policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s 's current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives' execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally. G. BOSTON FINANCIAL agrees to use its best efforts to provide in Kansas City, MO at the Trust's expense two (2) man weeks of training for designated personnel in order that the Trust may review the effectiveness connection with use and operation of the AML Program as described TA2000(TM) System for the Trust. All travel and reimbursable expenses incurred by the Trust's personnel in Schedule 19.E.connection with and during training at BOSTON FINANCIAL's Facility or DST's Facility shall be borne by the Trust. At the Trust's option and expense, BOSTON FINANCIAL will also permit agrees to use its best efforts to provide an additional two (2) man weeks of training at the Trust Trust's facility for the Trust's personnel in connection with the conversion to the TA2000(TM) System. Reasonable travel, per diem and its authorized representatives to inspect records maintained reimbursable expenses incurred by BOSTON FINANCIAL for personnel in connection with and during training at the Fund directly related to Trust's facility or in connection with the AML Program services performed for conversion shall be borne by the FundTrust. G. H. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s 's independent public accountants and the Trust’s 's chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s 's chief compliance officer, for the expression of the accountants' opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s 's compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreementfor. A report is "Special" if it is not regularly produced by TA2000TM TA2000(TM) or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 3 contracts

Samples: Transfer Agency Agreement (Undiscovered Managers Funds), Transfer Agency Agreement (Jp Morgan Fleming Mutual Fund Group Inc), Transfer Agency Agreement (Jp Morgan Series Trust Ii)

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), "SAS 70 Report") as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives' execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally, in order that the Trust may review the effectiveness of the AML Program as described in Schedule 19.E.19.K, BOSTON FINANCIAL will also permit the Trust and its authorized representatives to inspect records maintained by BOSTON FINANCIAL for the Fund directly related to the AML Program services performed for the Fund. G. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s 's independent public accountants and the Trust’s chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s chief compliance officer, for the expression of the accountants’ opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreement. A report is "Special" if it is not regularly produced by TA2000TM or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third 3rd party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified identified, then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 3 contracts

Samples: Transfer Agency Agreement (Jpmorgan Insurance Trust), Transfer Agency Agreement (JPMorgan Institutional Trust), Transfer Agency Agreement (JPMorgan Trust I)

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on Trust with a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), “SAS 70 Report”) as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives’ execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally. G. BOSTON FINANCIAL agrees to use its best efforts to provide in Kansas City, MO at the Trust’s expense two (2) man weeks of training for designated personnel in order that the Trust may review the effectiveness connection with use and operation of the AML Program as described TA2000TM System for the Trust. All travel and reimbursable expenses incurred by the Trust’s personnel in Schedule 19.E.connection with and during training at BOSTON FINANCIAL’s Facility or DST’s Facility shall be borne by the Trust. At the Trust’s option and expense, BOSTON FINANCIAL will also permit agrees to use its best efforts to provide an additional two (2) man weeks of training at the Trust Trust’s facility for the Trust’s personnel in connection with the conversion to the TA2000TM System. Reasonable travel, per diem and its authorized representatives to inspect records maintained reimbursable expenses incurred by BOSTON FINANCIAL for personnel in connection with and during training at the Fund directly related to Trust’s facility or in connection with the AML Program services performed for conversion shall be borne by the FundTrust. G. H. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s independent public accountants and the Trust’s chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s chief compliance officer, for the expression of the accountants’ opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreementfor. A report is “Special” if it is not regularly produced by TA2000TM or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 2 contracts

Samples: Transfer Agency Agreement (Jpmorgan Trust Ii), Transfer Agency Agreement (One Group Investment Trust)

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on Trust with a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), "SAS 70 Report") as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s 's policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s 's current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives' execution of execute a confidentiality agreement provided by BOSTON FINANCIAL. Additionally, in order that the Trust may review the effectiveness of the AML Program as described in Schedule 19.E., BOSTON FINANCIAL will also permit the Trust and its authorized representatives to inspect records maintained by BOSTON FINANCIAL for the Fund directly related to the AML Program services performed for the Fund. G. BOSTON FINANCIAL shall reasonably cooperate with agrees to use its best efforts to provide in Kansas City, MO at the Trust’s independent public accountants 's expense two (2) man weeks of training for designated personnel in connection with use and the Trust’s chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s chief compliance officer, for the expression operation of the accountants’ opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s compliance controls, as such may be required from time to time. Special reports or information may be charged TA2000(TM) System for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreement. A report is “Special” if it is not regularly produced by TA2000TM or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL All travel and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged reimbursable expenses incurred by the Trust Trust's personnel in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and during training at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required 's Facility or DST's Facility shall be borne by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.the

Appears in 2 contracts

Samples: Transfer Agency Agreement (Jp Morgan Mutual Fund Series), Transfer Agency Agreement (Jp Morgan Fleming Mutual Fund Group Inc)

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on Trust with a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), “SAS 70 Report”) as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives’ execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally. G. BOSTON FINANCIAL agrees to use its best efforts to provide in Kansas City, MO at the Trust’s expense two (2) man weeks of training for designated personnel in order that the Trust may review the effectiveness connection with use and operation of the AML Program as described TA2000™ System for the Trust. All travel and reimbursable expenses incurred by the Trust’s personnel in Schedule 19.E.connection with and during training at BOSTON FINANCIAL’s Facility or DST’s Facility shall be borne by the Trust. At the Trust’s option and expense, BOSTON FINANCIAL will also permit agrees to use its best efforts to provide an additional two (2) man weeks of training at the Trust Trust’s facility for the Trust’s personnel in connection with the conversion to the TA2000™ System. Reasonable travel, per diem and its authorized representatives to inspect records maintained reimbursable expenses incurred by BOSTON FINANCIAL for personnel in connection with and during training at the Fund directly related to Trust’s facility or in connection with the AML Program services performed for conversion shall be borne by the FundTrust. G. H. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s independent public accountants and the Trust’s chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s chief compliance officer, for the expression of the accountants’ opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreementfor. A report is “Special” if it is not regularly produced by TA2000TM TA2000™ or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 1 contract

Samples: Transfer Agency Agreement (JPMorgan Institutional Trust)

AutoNDA by SimpleDocs

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. aboveabove and Exhibit C, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on Trust with a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), "SAS 70 Report") as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust Fund has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, representatives to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives' execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally's "Confidentiality and Limited Use Agreement, a blank copy of which is attached hereto as Exhibit D. G. BOSTON FINANCIAL agrees to use its best efforts to provide in order that Kansas City, MO at the Trust may review Trust's expense two (2) man weeks of training for the effectiveness Trust's personnel in connection with use and operation of the AML Program as described TA2000(TM) System. All travel and reimbursable expenses incurred by the Trust's personnel in Schedule 19.E.connection with and during training at BOSTON FINANCIAL's Facility or DST's Facility shall be borne by the Trust. At the Trust's option and expense, BOSTON FINANCIAL will also permit agrees to use its best efforts to provide an additional two (2) man weeks of training at the Trust Trust's facility for the Trust's personnel in connection with the conversion to the TA2000(TM) System. Reasonable travel, per diem and its authorized representatives to inspect records maintained reimbursable expenses incurred by BOSTON FINANCIAL for personnel in connection with and during training at the Fund directly related to Trust's facility or in connection with the AML Program services performed for conversion shall be borne by the FundTrust. G. H. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s 's independent public accountants and the Trust’s chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s chief compliance officer, for the expression of the accountants’ their opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreementfor. A report is "Special" if it is not regularly produced by TA2000TM TA2000(TM) or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 1 contract

Samples: Transfer Agency Agreement (Security Capital Real Estate Mutual Funds Inc)

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on Trust with a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), "SAS 70 Report") as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s 's policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s 's current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives' execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally. G. BOSTON FINANCIAL agrees to use its best efforts to provide in Kansas City, MO at the Trust's expense two (2) man weeks of training for designated personnel in order that the Trust may review the effectiveness connection with use and operation of the AML Program as described TA2000TM System for the Trust. All travel and reimbursable expenses incurred by the Trust's personnel in Schedule 19.E.connection with and during training at BOSTON FINANCIAL's Facility or DST's Facility shall be borne by the Trust. At the Trust's option and expense, BOSTON FINANCIAL will also permit agrees to use its best efforts to provide an additional two (2) man weeks of training at the Trust Trust's facility for the Trust's personnel in connection with the conversion to the TA2000TM System. Reasonable travel, per diem and its authorized representatives to inspect records maintained reimbursable expenses incurred by BOSTON FINANCIAL for personnel in connection with and during training at the Fund directly related to Trust's facility or in connection with the AML Program services performed for conversion shall be borne by the FundTrust. G. H. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s 's independent public accountants and the Trust’s 's chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s 's chief compliance officer, for the expression of the accountants' opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s 's compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreementfor. A report is "Special" if it is not regularly produced by TA2000TM or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 1 contract

Samples: Shareholder Servicing Agreement (Jpmorgan Value Opportunities Fund Inc)

CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST. A. All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL. B. BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available, such consideration to be consistent with standards of commercial reasonableness. C. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request. D. BOSTON FINANCIAL agrees to furnish the Trust, on a semi-annual basis, at no cost to the Trust, a SOC 1 (Type 2) report in accordance with Statements on Auditing Standards No. 70 (the Auditing Standard Board, Attestation Standards (AT Section 801), “SAS 70 Report”) as well as such other publicly available financial information about itself or its affiliates and any reports and information relating to BOSTON FINANCIAL’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and services as the Trust may reasonably request. BOSTON FINANCIAL further agrees that upon request by the Trust, not more than once each year, it will review with the Trust such information as is necessary to demonstrate BOSTON FINANCIAL’s current financial status. As a continuing obligation of BOSTON FINANCIAL throughout the term of this Agreement, BOSTON FINANCIAL agrees to notify the Trust (unless legally prohibited from so doing) of any claims or legal proceedings that BOSTON FINANCIAL reasonably believes would materially adversely affect the ability of BOSTON FINANCIAL to provide the services required under this Agreement. E. BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Trust has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations. With respect to any optional change in BOSTON FINANCIAL’s operations or optional system feature, the Trust may elect not to use such change or feature. F. BOSTON FINANCIAL will permit the Trust and its authorized representatives, including its chief compliance officer, to make periodic inspections of its operations and its policies and procedures as such would involve the Trust at reasonable times during business hours subject to such authorized representatives’ execution of a confidentiality agreement provided by BOSTON FINANCIAL. Additionally, in order that the Trust may review the effectiveness of the AML Program as described in Schedule 19.E.19.K, BOSTON FINANCIAL will also permit the Trust and its authorized representatives to inspect records maintained by BOSTON FINANCIAL for the Fund directly related to the AML Program services performed for the Fund. G. BOSTON FINANCIAL shall reasonably cooperate with the Trust’s independent public accountants and the Trust’s chief compliance officer and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all readily necessary information and compliance personnel is made available to such accountants and to the Trust’s chief compliance officer, for the expression of the accountants’ opinion and the evaluation of the effectiveness of BOSTON FINANCIAL’s compliance controls, as such may be required from time to time. Special reports or information may be charged for if the production or special programming of such reports exceeds the dedicated resource hours provided to the Trust under this Agreement. A report is “Special” if it is not regularly produced by TA2000TM or requires special programming. H. BOSTON FINANCIAL and DST employ intrusion detection systems, anti-virus software, and an automated security monitoring, analysis and response system to identify, manage, and counter security threats (including cyber-security attacks) as well as monitor policy adherence. BOSTON FINANCIAL and DST also perform annual penetration and vulnerability tests, which are conducted by an independent third 3rd party, to validate the security of the networks of BOSTON FINANCIAL and DST. BOSTON FINANCIAL and DST shall make the results of such tests available to the Trust. If vulnerabilities are identified identified, then BOSTON FINANCIAL and/or DST shall also promptly provide the Trust with a copy of the system remediation plan. In addition, BOSTON FINANCIAL and DST may use third party security reviews to support their security efforts when necessary. BOSTON FINANCIAL shall maintain such cyber-insurance policies as BOSTON FINANCIAL determines in its commercially reasonable business judgment are necessary and appropriate in scope and limits for a transfer agent performing services of the type to be provided by it hereunder. In the event of a cyber-security attack upon BOSTON FINANCIAL’s system that materially adversely impacts BOSTON FINANCIAL’s provision of the services under this Agreement or which results in a privacy breach with respect to any Consumer Information or Customer Information as defined in Section 23.A. and 23.D. of this Agreement. BOSTON FINANCIAL will notify the Trust of such attack and the steps that are being taken in response to such attack. I. BOSTON FINANCIAL will provide assistance to and cooperate with the Trust during any government or Trust directed audits (including audits arranged by the Trust in connection with the implementation and administration of the Trust’s compliance policies and procedures) and regulatory examinations of the Trust’s records and accounts maintained by BOSTON FINANCIAL in accordance with reasonable procedures and at reasonable frequencies. For purposes of such regulatory examinations or audits, at the request the Trust, BOSTON FINANCIAL will make available, during normal business hours, all reasonably required records, data and operating processes for review by (i) the representatives of the appropriate regulatory agencies and/or (ii) any auditors. The Trust understands and agrees that all auditors will be required by BOSTON FINANCIAL to execute a confidentiality agreement prior to being given access to such records, data and operating processes. J. Upon request of the Trust, BOSTON FINANCIAL will provide to the Trust on a semi-annual or quarterly basis a Xxxxxxxx-Xxxxx certification with respect to BOSTON FINANCIAL’s performance of the services and its internal controls related thereto. In addition, upon request of the Trust, BOSTON FINANCIAL will provide to the Trust a certification under Rule 38a-1 of the federal securities rules with respect to the compliance provisions required by that Rule. K. BOSTON FINANCIAL will make books and records of the Trust and relevant personnel available to the Trust in order to evaluate each Fund’s compliance with provisions of Chapter 4 of the Foreign Account Tax Compliance Act (“FATCA”). This provision will survive the termination of this Agreement to the extent that BOSTON FINANCIAL maintains such records and BOSTON FINANCIAL agrees to either (a) retain such records for as long as required under the applicable FATCA requirement, or (b) convey such records to the Fund (or the Fund’s designee) upon such termination.

Appears in 1 contract

Samples: Transfer Agency Agreement (JPMorgan Trust III)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!