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 each Fund, all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (“DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by each Fund. No charges will be assessed therefore unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the Fund, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected Transfer Agent system, then the Transfer Agent and the Fund will negotiate in good faith any appropriate additional costs to be paid by the Fund (in accordance with the Fund’s pro-rata share of such costs among the Transfer Agent’s customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 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 promptly prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall 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, an affiliate of the Transfer Agent.

Appears in 5 contracts

Samples: Transfer Agency and Service Agreement (Schwab Annuity Portfolios), Transfer Agency and Service Agreement (Charles Schwab Family of Funds), Transfer Agency and Service Agreement (Schwab Capital Trust)

AutoNDA by SimpleDocs

Changes and Modifications. 15.1 During the term of this Agreement the Transfer Agent will use, use on behalf of each Fund, the Fund all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (“DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by each the Fund. No charges will be assessed therefore therefor unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of or users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the Fund, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected the Transfer Agent system, then the Transfer Agent and the Fund will negotiate in good faith any appropriate additional costs to be paid by the Fund (in accordance with the Fund’s pro-rata share of such costs among the Transfer Agent’s customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 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 promptly prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall 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, an affiliate of the Transfer Agent.

Appears in 4 contracts

Samples: Transfer Agency and Service Agreement (AllianzGI Institutional Multi-Series Trust), Transfer Agency and Service Agreement (Premier Multi-Series VIT), Transfer Agency and Service Agreement (Premier Multi-Series VIT)

Changes and Modifications. 15.1 During the term of this Agreement the Transfer Agent will use, use on behalf of each Fund, the Administrator all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (“DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by each Fundthe Administrator on behalf of the Trust and Portfolios. No charges will be assessed therefore therefor unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund Administrator on behalf of the Trust and Portfolios may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the FundAdministrator, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected Transfer Agent system, then the Transfer Agent and the Fund Administrator, on behalf of the Trust and Portfolios, will negotiate in good faith any appropriate additional costs to be paid by the Fund Administrator (in accordance with the FundAdministrator’s pro-rata share of such costs among the Transfer Agent’s customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 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 Administrator will be notified promptly prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall adversely change or affect the operations and procedures of the Fund Administrator 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 Administrator is given thirty (30) days prior notice to allow the Fund Administrator to change its procedures and unless the Transfer Agent provides the Fund Administrator 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, an affiliate of the Transfer Agent.

Appears in 3 contracts

Samples: Transfer Agency and Service Agreement (Pimco Variable Insurance Trust), Transfer Agency and Service Agreement (Pimco Funds), Transfer Agency and Service Agreement (Pimco Funds)

Changes and Modifications. 15.1 During the term of this Agreement the Transfer Agent will use, use on behalf of each Fund, the Administrator all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (“DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Administrator on behalf of each FundTrust and Portfolios. No charges will be assessed therefore therefor unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund Administrator on behalf of each Trust and Portfolios may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the FundAdministrator, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected Transfer Agent system, then the Transfer Agent and the Fund Administrator, on behalf of each Trust and Portfolios, will negotiate in good faith any appropriate additional costs to be paid by the Fund Administrator (in accordance with the FundAdministrator’s pro-rata share of such costs among the Transfer Agent’s customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 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 Administrator will be notified promptly prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall adversely change or affect the operations and procedures of the Fund Administrator 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 Administrator is given thirty (30) days prior notice to allow the Fund Administrator to change its procedures and unless the Transfer Agent provides the Fund Administrator 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, an affiliate of the Transfer Agent.

Appears in 3 contracts

Samples: Transfer Agency and Service Agreement, Transfer Agency and Service Agreement (PIMCO Managed Accounts Trust), Transfer Agency and Service Agreement (Pimco Funds)

Changes and Modifications. 15.1 During the term of this Agreement the Transfer Agent will use, use on behalf of each Fund, the Administrator all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (( “DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Administrator on behalf of each FundTrust and Portfolios. No charges will be assessed therefore therefor unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund Administrator on behalf of each Trust and Portfolios may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the FundAdministrator, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected Transfer Agent system, then the Transfer Agent and the Fund Administrator, on behalf of each Trust and Portfolios, will negotiate in good faith any appropriate additional costs to be paid by the Fund Administrator (in accordance with the FundAdministrator’s pro-rata share of such costs among the Transfer Agent’s customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 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 Administrator will be notified promptly prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall adversely change or affect the operations and procedures of the Fund Administrator 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 Administrator is given thirty (30) days prior notice to allow the Fund Administrator to change its procedures and unless the Transfer Agent provides the Fund Administrator 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, an affiliate of the Transfer Agent.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (Pimco Funds), Transfer Agency and Service Agreement (Pimco Variable Insurance Trust)

Changes and Modifications. 15.1 During the term of this Agreement the Transfer Agent will use, use on behalf of each Fund, the Administrator all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (“DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Administrator on behalf of each FundTrust and Portfolios. No charges will be assessed therefore therefor unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund Administrator on behalf of each Trust and Portfolios may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the FundAdministrator, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected Transfer Agent system, then the Transfer Agent and the Fund Administrator, on behalf of each Trust and Portfolios, will negotiate in good faith any appropriate additional costs to be paid by the Fund Administrator (in accordance with the FundAdministrator’s pro-rata share of such costs among the Transfer Agent’s customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 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 Administrator will be notified promptly prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall adversely change or affect the operations and procedures of the Fund Administrator 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 Administrator is given thirty (30) days prior notice to allow the Fund Administrator to change its procedures and unless the Transfer Agent provides the Fund Administrator 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, an affiliate of the Transfer Agent.

Appears in 2 contracts

Samples: Transfer Agency Agreement, Transfer Agency and Service Agreement (PIMCO Equity Series)

AutoNDA by SimpleDocs

Changes and Modifications. 15.1 During the term of this Agreement the Transfer Agent will use, use on behalf of each Fund, the Administrator all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (“DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by each the Administrator on behalf of the Fund. No charges will be assessed therefore unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of or users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund Administrator may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the FundAdministrator, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected the Transfer Agent system, then the Transfer Agent and the Fund Administrator will negotiate in good faith any appropriate additional costs to be paid by the Fund Administrator (in accordance with the FundAdministrator’s pro-rata share of such costs among the Transfer Agent’s customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 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 Administrator will be notified promptly prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall adversely change or affect the operations and procedures of the Fund Administrator 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 Administrator is given thirty (30) days prior notice to allow the Fund Administrator to change its procedures and unless the Transfer Agent provides the Fund Administrator 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, an affiliate of the Transfer Agent.

Appears in 2 contracts

Samples: Transfer Agency and Service Agreement (Allianz Global Investors Managed Accounts Trust), Transfer Agency and Service Agreement (Allianz Funds)

Changes and Modifications. 15.1 14.1 During the term of this Agreement the Transfer Agent will use, use on behalf of each Fund, the Funds all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (“DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by each Fundthe Funds. No charges will be assessed therefore therefor unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients customers using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund Funds may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the FundFunds, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected Transfer Agent system, then the Transfer Agent and the Fund Funds, will negotiate in good faith any appropriate additional costs to be paid by the Fund Funds (in accordance with the Fund’s Funds' pro-rata share of such costs among the Transfer Agent’s 's customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 15.2 14.2 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 Funds will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification (as well as an explanation of their expected changes to services and/or deliverables) or deletion shall materially adversely change or affect the operations and procedures of the Fund Funds in using or employing the TA2000 System or the Transfer Agent’s 's facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is Funds are given thirty ninety (3090) days prior notice to allow the Fund Funds to change its their procedures and unless the Transfer Agent provides the Fund Funds with revised operating procedures and controls. Any material systems' changes or developments during the term of the Agreement shall be option-controlled ( i.e., the Funds may elect not to activate such changes or developments and such changes or developments shall not be necessary to the functionality of the systems or services). 15.3 14.3 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, DSTDST Systems, Inc., an affiliate of the Transfer Agent.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (HSBC Funds)

Changes and Modifications. 15.1 During the term of this Agreement the Transfer Agent will use, use on behalf of each Fund, the Fund all improvements, modifications, enhancements, or changes which its affiliate DST Systems, Inc. (“DST”) may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by each the Fund. No charges will be assessed therefore therefor unless a specific charge is made for such improvements in the standard Transfer Agent pricing schedule, and is charged generally to other existing clients using the modified or improved system, in which event such charges shall be based on number of accounts or some other equitable measure allocating charges in accordance with number of or users or amount of usage. Notwithstanding the foregoing, (i) all such improvements shall be option-controlled (i.e., the Fund may elect not to activate such improvements and such improvements shall not be necessary to the functionality of the systems or services); and (ii) prior to implementing any additional fees for such improvements, the Transfer Agent shall provide written notice of the proposed additional fees to the Fund, along with supporting documentation sufficient to justify the proposed increase in such fees. If any change in law, rule, regulation or industry practice requires the Transfer Agent to make substantial system improvements that result in material increases in the cost of operating the affected the Transfer Agent system, then the Transfer Agent and the Fund will negotiate in good faith any appropriate additional costs to be paid by the Fund (in accordance with the Fund’s pro-rata share of such costs among the Transfer Agent’s customers based on respective number of accounts or other equitable measure as agreed upon by the parties). 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 promptly prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall 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, DSTDST Systems, Inc., an affiliate of the Transfer Agent.

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (Premier Vit)

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