Common use of Changes and Modifications Clause in Contracts

Changes and Modifications. 15.1 During the term of this Agreement the Transfer Agent will use on behalf of the Fund, without additional cost, all modifications, enhancements, or changes which its affiliate DST Systems, Inc. may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund; however, if there are substantial system improvements, revisions or modifications to the TA2000 System necessitated by changes in existing laws, rules or regulations, the parties shall confer, diligently and in good faith, to agree upon new fees to cover any such modifications. 15.2 The Transfer Agent 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 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 Fund in using or employing the TA2000 System or the Transfer Agent’s facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and unless the Transfer Agent provides the Fund with revised operating procedures and controls. 15.3 All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST Systems, Inc., an affiliate of the Transfer Agent.

Appears in 35 contracts

Samples: Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc), Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc), Transfer Agency and Service Agreement (Morgan Stanley Institutional Fund Inc)

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