Changes and Modifications to DST System and Procedures. A. During the term of this Agreement DST will use on behalf of the Fund, unless otherwise ordered by the Funds, all modifications, enhancements, improvements or changes in existing functions and features (collectively “Improvements”), and additions of new functions and features (“New Developments”), which DST may make to the TA2000 System in the normal course of its business that are applicable to Services provided by DST to the Funds at the Effective Date or thereafter added to such Services with the mutual agreement of the parties. These Improvements or New Developments shall be provided regardless of whether such Improvements or New Developments are occasioned by (i) maintenance or improved efficiencies in existing systems applications, (ii) new laws, rules or regulations or changes in existing laws, rules or regulations, (iii) the addition of new functions and features, or (iv) mutually agreed to Fund requested changes (either by means of a change in a Fund prospectus or by direct request). The Funds shall not be responsible for costs associated with any Improvements or New Developments to existing functions or features that are necessary or advisable in order maintain the level of Services at the level performed by DST on the Effective Date, except to the extent otherwise provided in the Fee Schedule set forth as Schedule F. B. Subject to the terms and conditions set forth under Section 9.G (regarding changes or modifications to Safeguard Procedures or Compliance Programs), DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that: (1) the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications, but in no event less than five (5) business days prior to such alteration or modification; and (2) no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or other DST systems hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given at least sixty (60) days prior notice to allow the Fund to change its procedures and, where appropriate, DST provides the Fund with revised operating procedures and, to the extent appropriate, controls. C. DST acknowledges and agrees that the Funds may require a period of at least thirty (30) days after receipt of notification of an alteration or modification, as contemplated under this Section 11, for the purpose of conducting testing related to the proposed alteration or modification. D. Notwithstanding anything to the contrary under this Section 11, DST shall not make any changes or modifications to Safeguard Procedures or Compliance Programs unless such alterations or changes conform to the terms and conditions set forth under Section 9.G. E. The Funds acknowledge and agree that they obtain no rights in or to the TA2000 System, including any of the software, screen and file formats, hardware, processes, trade secrets, proprietary information, or distribution and communication networks of DST, and any Confidential Information of DST, enhancements, improvements, changes, modifications or new features added to the TA2000 System, and that the TA2000 shall remain, the confidential and exclusive property of, and proprietary to, DST; provided, however, that the Funds shall be entitled to receive the benefit of DST’s use of the modified TA2000 System in accordance with the terms and conditions set forth in this Agreement and any schedules thereto.
Appears in 43 contracts
Samples: Agency Agreement (Lord Abbett Investment Trust), Agency Agreement (Lord Abbett Equity Trust), Agency Agreement (Lord Abbett Us Gov & Gov Sponsored Enterpr Money Market Fund)
Changes and Modifications to DST System and Procedures. A. During the term of this Agreement DST will use on behalf of the Fund, unless otherwise ordered by the Funds, all modifications, enhancements, improvements or changes in existing functions and features (collectively “Improvements”), and additions of new functions and features (“New Developments”), which DST may make to the TA2000 System in the normal course of its business that are applicable to Services provided by DST to the Funds at the Effective Date or thereafter added to such Services with the mutual agreement of the parties. These Improvements or New Developments shall be provided regardless of whether such Improvements or New Developments are occasioned by (i) maintenance or improved efficiencies in existing systems applications, (ii) new laws, rules or regulations or changes in existing laws, rules or regulations, (iii) the addition of new functions and features, or (iv) mutually agreed to Fund requested changes (either by means of a change in a Fund prospectus or by direct request). The Funds shall not be responsible for costs associated with any Improvements or New Developments to existing functions or features that are necessary or advisable in order maintain the level of Services at the level performed by DST on the Effective Date, except to the extent otherwise provided in the Fee Schedule set forth as Schedule F.
B. Subject to the terms and conditions set forth under Section 9.G (regarding changes or modifications to Safeguard Procedures or Compliance Programs), DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that: (1that:(1) the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications, but in no event less than five (5) business days prior to such alteration or modification; and (2) no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or other DST systems hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given at least sixty (60) days prior notice to allow the Fund to change its procedures and, where appropriate, DST provides the Fund with revised operating procedures and, to the extent appropriate, controls.
C. DST acknowledges and agrees that the Funds may require a period of at least thirty (30) days after receipt of notification of an alteration or modification, as contemplated under this Section 11, for the purpose of conducting testing related to the proposed alteration or modification.
D. Notwithstanding anything to the contrary under this Section 11, DST shall not make any changes or modifications to Safeguard Procedures or Compliance Programs unless such alterations or changes conform to the terms and conditions set forth under Section 9.G.
E. The Funds acknowledge and agree that they obtain no rights in or to the TA2000 System, including any of the software, screen and file formats, hardware, processes, trade secrets, proprietary information, or distribution and communication networks of DST, and any Confidential Information of DST, enhancements, improvements, changes, modifications or new features added to the TA2000 System, and that the TA2000 shall remain, the confidential and exclusive property of, and proprietary to, DST; provided, however, that the Funds shall be entitled to receive the benefit of DST’s use of the modified TA2000 System in accordance with the terms and conditions set forth in this Agreement and any schedules thereto.
Appears in 1 contract