Common use of Changes and Modifications Clause in Contracts

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000TM System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless those BOSTON FINANCIAL clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIAL’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trust, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

Appears in 9 contracts

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

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Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000TM System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless those substantially all BOSTON FINANCIAL clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM System that which are charged for separately at the rate provided for in BOSTON FINANCIAL’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

Appears in 8 contracts

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

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000TM TA2000(TM) System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless those BOSTON FINANCIAL clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIAL’s 's standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIALschedule, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trust, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM TA2000(TM) System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000(TM) System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

Appears in 5 contracts

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

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL DST will use on behalf of the Trust Fund without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersFund, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust Fund agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIALDST’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust Fund in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust Fund is given thirty (30) days prior notice to allow the Trust Fund to change its procedures and BOSTON FINANCIAL DST provides the Trust Fund with revised operating procedures and controls. C. At the Fund’s expense, DST will use reasonable efforts to make any reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”). Charges attendant to the development of Client Requested Software shall be at DST’s standard rates and fees in effect at the time. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by the Fund may be charged for on a pro rata basis, as provided in Section 24.A, above. D. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System however developed or paid for for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliatesDST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST, Confidential Information of the Fund and, from time to time, DST may partly rely on such Confidential Information of the Fund to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Fund that identifies the Fund, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 23(A).

Appears in 5 contracts

Samples: Agency Agreement (Blackstone / GSO Floating Rate Enhanced Income Fund), Agency Agreement (Blackstone / GSO Floating Rate Enhanced Income Fund), Agency Agreement (Blackstone / GSO Secured Lending Fund)

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL DST will use implement on behalf of the Trust Trust, without additional cost cost, all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersTrust, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIALDST’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled charged in accordance with terms of Section 4.F. 6.E of this Agreement. In no event shall DST be obligated to implement or to use modifications, enhancements, or changes for which DST is entitled to a fee increase under this Section 24.B. which DST may make to the TA2000 System, the Trust be entitled to the benefits so provided, unless DST and the Trust shall have agreed to the additional fees applicable thereto. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL DST provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System (“Deliverables’’), however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliatesDST. [The parties recognize that during the Term of this Agreement the Trust will disclose to DST, Confidential Information of the Trust and, from time to time, DST may partly rely on such Confidential Information of the Trust to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Trust that identifies the Trust, (i) the Trust hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Trust hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Trust. All Confidential Information of the Trust shall be and shall remain the property of the Trust and shall remain protected under Section 23(A).

Appears in 4 contracts

Samples: Agency Agreement (NorthStar Corporate Income Fund-T), Agency Agreement (NorthStar Corporate Income Fund), Agency Agreement (NorthStar Real Estate Capital Income Fund-T)

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000TM System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless those BOSTON FINANCIAL clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIAL’s 's standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trust, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. 4.F of this Agreement. B. BOSTON FINANCIAL and/ or and/or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

Appears in 3 contracts

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

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL DST will use implement on behalf of the Trust Trust, without additional cost cost, all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersTrust, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIALDST’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled charged in accordance with terms of Section 4.F. 6.E of this Agreement. In no event shall DST be obligated to implement or to use modifications, enhancements, or changes for which DST is entitled to a fee increase under this Section 24.B. which DST may make to the TA2000 System, the Trust be entitled to the benefits so provided, unless DST and the Trust shall have agreed to the additional fees applicable thereto. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL DST provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System (“Deliverables”), however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliatesDST. [The parties recognize that during the Term of this Agreement the Trust will disclose to DST, Confidential Information of the Trust and, from time to time, DST may partly rely on such Confidential Information of the Trust to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Trust that identifies the Trust, (i) the Trust hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Trust hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Trust. All Confidential Information of the Trust shall be and shall remain the property of the Trust and shall remain protected under Section 23(A).

Appears in 3 contracts

Samples: Agency Agreement (NorthStar Real Estate Capital Income Fund-C), Agency Agreement (NorthStar Real Estate Capital Income Fund-Adv), Agency Agreement (NorthStar/Townsend Institutional Real Estate Fund Inc.)

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000TM System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless those BOSTON FINANCIAL clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIAL’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIALschedule, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trust, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

Appears in 3 contracts

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

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL DST will use on behalf of the Trust Fund without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersFund, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust Fund agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIALDST’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust Fund in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust Fund is given thirty (30) days prior notice to allow the Trust Fund to change its procedures and BOSTON FINANCIAL DST provides the Trust Fund with revised operating procedures and controls. C. At the Fund’s expense, DST will use reasonable efforts to make any reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”). Charges attendant to the development of Client Requested Software shall be at DST’s standard rates and fees in effect at the time. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by the Fund may be charged for on a allocated basis, as provided in Section 24.A, above. D. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System however developed or paid for for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.DST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST, Confidential Information of the Fund and, from time to time, DST may partly rely on such Confidential Information of the Fund to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Fund that identifies the Fund, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 23(A)

Appears in 2 contracts

Samples: Agency Agreement (Nexpoint Real Estate Strategies Fund), Agency Agreement (NexPoint Capital, Inc.)

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL Agreement, DST will use on behalf of the Trust Fund, without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersFund, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust Fund agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIALDST’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust Fund in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust Fund is given thirty (30) days prior notice to allow the Trust Fund to change its procedures and BOSTON FINANCIAL DST provides the Trust Fund with revised operating procedures and controls. C. At the Fund’s expense, DST will use reasonable efforts to make any reasonable changes to the TA2000 System requested by the Fund (“Client Requested Software”). Charges attendant to the development of Client Requested Software shall be at DST’s standard rates and fees in effect at the time. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by the Fund may be charged for on a pro rata basis, as provided in Section 24.A, above. D. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System however developed or paid for for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or DST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST, Confidential Information of the Fund and, from time to time, DST may partly rely on such Confidential Information of the Fund to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Fund that identifies the Fund or its affiliatesshareholders, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 23(A).

Appears in 2 contracts

Samples: Agency Agreement (Blackstone Private Credit Fund), Agency Agreement (Blackstone Private Credit Fund)

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL DST will use on behalf of the Trust Issuer without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersIssuer, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust Issuer agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIALDST’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust Issuer will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust Issuer in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust Issuer is given thirty (30) days prior notice to allow the Trust Issuer to change its procedures and BOSTON FINANCIAL DST provides the Trust Issuer with revised operating procedures and controls. C. At the Issuer’s expense, DST will use reasonable efforts to make any reasonable changes to the TA2000 System requested by the Issuer (“Client Requested Software”). Charges attendant to the development of Client Requested Software shall be at DST’s standard rates and fees in effect at the time. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by the Issuer may be charged for on a pro rata basis, as provided in Section 24.A, above. D. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System however developed or paid for for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliatesDST. The parties recognize that during the Term of this Agreement the Issuer will disclose to DST, Confidential Information of the Issuer and, from time to time, DST may partly rely on such Confidential Information of the Issuer to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Issuer that identifies the Issuer, (i) the Issuer hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Issuer hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Issuer. All Confidential Information of the Issuer shall be and shall remain the property of the Issuer and shall remain protected under Section 23(A).

Appears in 2 contracts

Samples: Agency Agreement (Triloma EIG Global Energy Term Fund I), Agency Agreement (Triloma EIG Global Energy Fund)

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Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000TM System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless those BOSTON FINANCIAL clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIAL’s 's standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIALschedule, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trust, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

Appears in 1 contract

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

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL DST will use on behalf of the Trust Funds without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersFunds, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust Company agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIAL’s DST's standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust Company will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the performance and quality of operations and procedures hereunder, including those of the Trust Funds in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, hereunder unless the Trust Company is given thirty ninety (3090) days prior written notice to allow the Trust Company to change its procedures and BOSTON FINANCIAL DST provides the Trust Company with revised operating procedures and controls. C. At the Company’s expense, DST will use reasonable efforts to make any reasonable changes to the TA2000 System requested by the Company (“Client Requested Software”). Charges attendant to the development of Client Requested Software shall be at the rates and fees agreed at the time of request. If the cost to DST of operating the TA2000 System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by the Company or the Funds will be charged for on a pro rata basis as provided in 24.A. D. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System however developed or paid for for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliatesDST. The parties recognize that during the Term of this Agreement the Company will disclose to DST, Company Confidential Information consisting of processes, methods, techniques or know-how related to the operation and administration by the Company of the Funds or ideas, requirements, specifications or suggestions related to the TA2000 System (“Know-How”), but expressly excluding any other Fund Data or Records, including without limitation, financial information or any information related to a security holder or other personally identifiable information, and, from time to time, DST may utilize such Know-How in order to design, structure or develop a Deliverable. Provided that, as finally developed and used in connection with the TA2000 System, such Deliverable contains no Company Confidential Information other than Know-How, (i) the Company hereby consents to DST’s use of such Know-How to design, to structure or to determine the scope of Deliverables or to incorporate into Deliverables and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST, subject to the terms and conditions in this Section 24(D) and (ii) the Company hereby grants, on behalf of itself and the Funds, DST a perpetual (except as provided below), nonexclusive as-is, where-is license without representation or warranty of any kind (whether express or implied, including warranties of fitness, or merchantability) to incorporate and retain in such Deliverables Know-How provided by Company. Notwithstanding the use of Know-How, all Company Confidential Information shall be and shall remain the property of the Company and shall remain protected under Section 23A. Notwithstanding anything contained in this Section 24D to the contrary, in no event shall the authorization, approval or license granted hereunder by the Company of the use by DST of Know-How be deemed a determination by the Company or any Fund that such use will be fit for any particular purpose. In no event shall DST use Know-How in contravention of the Privacy of Consumer Financial Information (Regulation S-P) under the 1934 Act. Company hereby agrees to indemnify, defend and hold the DST Indemnified Parties (in accordance with the procedures set forth in Section 8G.) harmless from and against any and all Losses to such DST Indemnified Parties arising from DST’s use of Know-How to the extent related to the Company’s use of any such Deliverable for Company’s benefit. DST hereby agrees to indemnify, defend and hold the Company Indemnified Parties (in accordance with the procedures set forth in Section 8G.) harmless from and against any and all Losses to such Company Indemnified Parties arising from DST’s use of Know-How in connection with the commercial use of any Deliverable for the benefit of clients, other than Company. The license granted hereunder may be terminated immediately by the Company upon notice to DST at any time after a claim has been made or threatened against the Company or any Fund that such Know-How infringes upon the rights of a third party. Upon such termination, DST shall immediately cease any further use of any Deliverable which was created, is based or relies upon such Know-How. Notwithstanding the above, DST may, at DST’s sole option and election, elect to continue to utilize Know-How subject to such claim of infringement, for the benefit of other clients of DST, which use shall be at DST’s sole risk, in which case DST shall assume the defense of such claim of infringement and indemnify and hold Company Indemnified Parties harmless from and against any and all Losses arising from DST’s continued use of such Know-How. Within eighteen (18) months of the date of the claim of infringement was first made either, DST shall either: (i) obtain a license to the affected portions of the Deliverables or develop a workaround to the affected portions of the Deliverables so as to make the Deliverables non-infringing, in accordance with Section 8 C (i) and Section 8 C (ii) (“Non-Infringing License/Workaround”); and (ii) procure on behalf of Company, the Funds and each of their respective successors and assigns, a release of liability (“Company Party Release”). In the event DST has not, within such eighteen (18) month period, either acquired or made a Non-Infringing License/Workaround or the Company Party Release, or if at any time DST fails to indemnify, defend and hold harmless the Company as required hereunder, the Company may terminate the license to the Know-How and DST shall immediately cease use of any Deliverable utilizing such Know-How, provided, however that DST’s indemnity obligations shall continue and the Company shall have all rights and remedies under this Agreement, at law or in equity with respect thereto.

Appears in 1 contract

Samples: Agency Agreement (CION Ares Diversified Credit Fund)

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL DST will use on behalf of the Trust Fund without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersFund, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust Fund agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIALDST’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust Fund in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust Fund is given thirty (30) days prior notice to allow the Trust Fund to change its procedures and BOSTON FINANCIAL DST provides the Trust Fund with revised operating procedures and controls. C. At the Fund’s expense, DST will use reasonable efforts to make any reasonable changes to the TA2000/ /System requested by the Fund (“Client Requested Software”). Charges attendant to the development of Client Requested Software shall be at DST’s standard rates and fees in effect at the time. If the cost to DST of operating the TA2000/ /System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by the Fund may be charged for on a pro rata basis, as provided in Section 24.A, above. D. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System however developed or paid for for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliatesDST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST, Confidential Information of the Fund and, from time to time, DST may partly rely on such Confidential Information of the Fund to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Fund that identifies the Fund, (i) the Fund hereby consents to DST’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 23(A).

Appears in 1 contract

Samples: Agency Agreement (Pioneer Securitized Income Fund)

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000TM System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless those BOSTON FINANCIAL clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIAL’s standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trust, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. 4.F of this Agreement. B. BOSTON FINANCIAL and/ or and/or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

Appears in 1 contract

Samples: Transfer Agency Agreement (JPMorgan Trust III)

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000TM TA2000(TM) System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless those substantially all BOSTON FINANCIAL clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements to the TA2000TM System that which are charged for separately at the rate provided for in BOSTON FINANCIAL’s 's standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000TM TA2000(TM) System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000(TM) System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

Appears in 1 contract

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

Changes and Modifications. A. During the term of this Agreement BOSTON FINANCIAL DST will use on behalf of the Trust Fund without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates DST may make to the TA2000TM TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholdersFund, unless those BOSTON FINANCIAL substantially all DST clients having substantially similar service and billing arrangements to the Trust are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust Fund agrees to pay BOSTON FINANCIAL DST promptly for modifications and improvements to the TA2000TM System that are charged for separately at the rate provided for in BOSTON FINANCIAL’s DST's standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by BOSTON FINANCIAL, which shall be identical for those BOSTON FINANCIAL clients which have substantially similar service and billing arrangements to the Trustall clients, if a standard pricing schedule shall exist; provided that nothing herein shall prevent the Trust from attempting to negotiate directly with BOSTON FINANCIAL’s affiliate, DST Systems, Inc., with respect to pricing related to the TA2000 System. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. Changes, modifications, or enhancements to BOSTON FINANCIAL’s non-system related operations shall be handled in accordance with Section 4.F. of this Agreement. B. BOSTON FINANCIAL and/ or its affiliates 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 the Trust Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust Fund in using or employing the TA2000TM TA2000 System or BOSTON FINANCIAL DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust Fund is given thirty (30) days prior notice to allow the Trust Fund to change its procedures and BOSTON FINANCIAL DST provides the Trust Fund with revised operating procedures and controls. C. At the Fund's expense, DST will use reasonable efforts to make any reasonable changes to the TA2000/ /System requested by the Fund ("Client Requested Software"). Charges attendant to the development of Client Requested Software shall be at DST's standard rates and fees in effect at the time. If the cost to DST of operating the TA2000/ /System is increased by the addition of Client Requested Software, DST shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by the Fund may be charged for on a pro rata basis, as provided in Section 24.A, above. D. All enhancements, improvements, changes, modifications or new features added to the TA2000TM TA2000 System however developed or paid for for, including, without limitation, Client Requested Software (collectively, "Deliverables"), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliatesDST. The parties recognize that during the Term of this Agreement the Fund will disclose to DST, Confidential Information of the Fund and, from time to time, DST may partly rely on such Confidential Information of the Fund to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Fund that identifies the Fund, (i) the Fund hereby consents to DST's use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of DST and (ii) the Fund hereby grants DST a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Fund. All Confidential Information of the Fund shall be and shall remain the property of the Fund and shall remain protected under Section 23(A).

Appears in 1 contract

Samples: Adoption Agreement (Pioneer ILS Bridge Fund)

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