Matters Regarding BNY Mellon Clause Samples
The 'Matters Regarding BNY Mellon' clause defines the rights, responsibilities, and limitations of BNY Mellon in its role under the agreement. Typically, this clause outlines the scope of BNY Mellon's duties, any restrictions on its liability, and the procedures for communication or instruction between BNY Mellon and the other parties. For example, it may specify how BNY Mellon should handle funds, process instructions, or respond to disputes. The core function of this clause is to clarify BNY Mellon's role and protect it from certain liabilities, thereby ensuring smooth administration and reducing the risk of misunderstandings or legal disputes.
Matters Regarding BNY Mellon. (a) Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to each Fund the services listed on Schedule I and any SLDs attached hereto.
(b) In performing hereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance with Section 8 related to BNY Mellon’s compensation hereunder), office space, facilities, equipment, personnel and any other necessary resources. BNY Mellon intends to perform the services under this Agreement from (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and (b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a Service Location is not then currently located, BNY Mellon will provide reasonable prior notice of such other location to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updated without the need for any further action by the parties; provided, however, that in the event that such location is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicable laws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faith discuss an appropriate work-around.
(c) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund or other services normally performed by the Funds’ respective counsel or independent auditors and the services provided by BNY Mellon do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on its behalf, other than those specifically agreed to hereunder. In the event that a Fund desires to receive a new service from BNY Mellon related to the services provided under this Agreement, such Fund shall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon will provide a proposal to the Fund in writing ...
Matters Regarding BNY Mellon. Subject to the direction and control of each Fund’s Board and oversight by TRP, and the provisions of this Agreement, BNY Mellon shall provide to each Fund the services listed on Schedule I and any SLDs attached hereto.
Matters Regarding BNY Mellon. (a) Subject to the direction and control of the Investment Adviser and the provisions of this Agreement, BNY Mellon shall provide to each Fund the administrative services and the valuation and computation services listed on Schedule I attached hereto.
(b) If BNY Mellon fails to satisfy a critical key performance indicator stated on Exhibit C hereto (“KPI”) for three (3) consecutive months, then in such third month BNY Mellon shall begin to accrue a fee credit with respect to such third (3rd) month as stated in Exhibit C hereto, and if such KPI fails to be satisfied for four (4) consecutive months then BNY Mellon shall continue to accrue a fee credit with respect to such fourth (4th) month as stated in Exhibit C hereto, and if such KPI fails to be satisfied for five (5) consecutive months then BNY Mellon shall provide a fee credit with respect to the third, fourth and fifth months of such failure as stated in Exhibit C hereto. If BNY Mellon fails to satisfy a KPI for six (6) consecutive months or more then for each such month BNY Mellon shall provide a fee credit as stated in Exhibit C hereto for such month until such month that BNY Mellon satisfies such KPI. Measurements of compliance with the KPIs are determined based on all Funds in the aggregate, and will be initially measured by BNY Mellon and provided to the Investment Adviser for its review, validation and comment. Fee credits shall be allocated pro rata to the affected Series. The foregoing provisions of this Section 5(b) shall not apply with respect to the first four (4) full months following the Effective Date. The Parties agree to review and periodically update the KPIs on Exhibit C in good faith. For clarification: (i) BNY Mellon’s failure to satisfy a KPI or other service standard on account of circumstances or events for which BNY Mellon is not responsible under this Agreement (such as but not limited to force majeure events or errors of data vendors) shall not be considered failed KPIs, (ii) failure to satisfy a KPI is not evidence of a violation of the Standard of Care, and (iii) KPIs and performance against KPIs shall be BNY Mellon’s Confidential Information.
(c) In performing hereunder, BNY Mellon shall provide, at its expense, office space, facilities, equipment and personnel necessary to provide its services hereunder.
(d) BNY Mellon shall not provide any services relating to the management, investment advisory or sub-advisory functions of any Fund, distribution of shares of any Fund, or...