Common use of PNC Responsibilities Clause in Contracts

PNC Responsibilities. (a) To the extent contemplated by the Utilized System in effect at the relevant time, PNC shall: (1) Acquire and maintain all software and equipment reasonably required to enable Shareholders with identification information, access codes or other verification information determined by PNC to be necessary to effect Inquiries and Transactions; (2) Print, address and mail, at the Fund’s expense, such promotional mailings and other communications to Shareholders regarding the IAM Services as the Fund may reasonably request; (3) In connection with Transactions, to the extent authorized by the Fund and agreed to by PNC in its discretion, accept bank account information over the Internet from Shareholders and take such other actions as may be appropriate to facilitate movement of money to and from Accounts through the Automated Clearing House (“ACH”). The Fund shall be solely responsible for all market risk (gain/loss liability) associated with Transactions utilizing the ACH process; (4) Take commercially reasonable measures to maintain the security and integrity of the IAM System including without limitation measures to restrict access to Accounts to the owners thereof or their authorized agents; (5) Provide such installation services as may be reasonably required to permit Shareholders to access the IAM System through a hypertext link maintained by the Fund at the Fund Web Site, including without limitation a review of the Fund’s network requirements and recommendations with respect to establishing, maintaining and testing the network connectivity and performance; (6) Establish commercially reasonable processes and procedures to enable End Users to effect Inquiries and Transactions; (7) On a timely basis, deliver to the Fund or make available to the Fund over the Internet the System Guide in effect on the Effective Date and the revisions contemplated by Section 2(b) of this Appendix; (8) Deliver a monthly billing report to the Fund, which shall include a report of Inquiries and Transactions; (9) Exercise reasonable efforts to maintain all on-screen disclaimers and copyright, trademark and service ▇▇▇▇ notifications, if any, provided by the Fund to PNC in writing from time to time, and all “point and click” features of the IAM System relating to Shareholder acknowledgment and acceptance of such disclaimers and notifications; (10) Provide periodic site visitation (hit reports) and other information regarding End User use of the IAM System as agreed by PNC and the Fund from time to time; (11) Monitor the telephone lines involved in providing IAM Services and inform the Fund of any malfunctions or service interruptions; and (12) Provide such assistance as may reasonably be requested by the Fund in connection with the Fund’s utilization of the IAM System. (b) PNC will take commercially reasonable measures to maintain the operation of the Utilized System in accordance with applicable provisions of the System Guide in effect as of the Effective Date. Thereafter, to the extent PNC’s performance of the service described in the immediately proceeding sentence requires in the reasonable judgment of PNC a change to the Utilized System (“Maintenance Change”), PNC will effect the Maintenance Change and revise the System Guide to the extent it reasonably determines necessary to reflect the Maintenance Change. Notwithstanding any other term of the Agreement, PNC shall have no obligation to design, develop or implement any enhancement, upgrade, modification, replacement or addition to any functionality, interface, component, system, subsystem, module, architecture, platform, or version of the IAM System or any part of the IAM System not constituting a Maintenance Change (an “Upgrade”) or to incorporate an Upgrade into the Utilized System without additional charge or separate fee to the Fund. In the event PNC elects in its sole and absolute discretion to develop and implement an Upgrade and to incorporate it into the Utilized System without additional charge or separate fee to the Fund, PNC shall revise the System Guide to reflect such Upgrade. (c) For purposes of clarification: PNC has no obligation to develop or implement any Upgrade, but may in its sole and absolute discretion agree in writing to develop an Upgrade requested by the Fund, in which case PNC’s obligations shall be determined in accordance with such written agreement.

Appears in 2 contracts

Sources: Transfer Agency Services Agreement (PNC Funds), Transfer Agency Services Agreement (PNC Advantage Funds)

PNC Responsibilities. Subject to the provisions of this Exhibit B, PNC shall provide or perform, or shall retain other persons to provide or perform, the following, at PNC’s expense (unless otherwise provided herein): (a) To the extent contemplated by the Utilized System in effect at the relevant timeprovide all computers, PNC shall: (1) Acquire telecommunications equipment, encryption technology and other materials and services reasonably necessary to develop and maintain all software IAM System to permit persons to be able to view information about the Fund and equipment reasonably required to enable Shareholders permit End-Users with appropriate identification information, and access codes or other verification information determined by PNC to be necessary to effect perform Inquiries and initiate Transactions; (2b) Print, address and mail, at the Fund’s expense, such notification and promotional mailings and other communications provided by the Fund to Shareholders regarding the availability of IAM Services as the Fund may reasonably requestServices; (3c) In connection with Transactions, to the extent authorized prepare and process new account applications received through IAM System from Shareholders determined by the Fund to be eligible for such services and agreed in connection with such, the Fund agrees as follows: (i) to by PNC in its discretion, accept permit the establishment of Shareholder bank account information over the Internet from Shareholders and take such other actions as may be appropriate in order to facilitate movement of money to and from Accounts purchase activity through the Automated Clearing House (“ACH”). The ; (ii) the ACH prenote process will be waived and the ACH status will be set to active; and (iii) the Fund shall be solely responsible for all market risk (any resulting gain/loss liability) liability associated with Transactions utilizing the ACH process. (d) process the set up of personal identification numbers (“PIN”), as described in the IAM System Product Guide provided to the Fund, which shall include verification of initial identification numbers issued, reset and activation of personalized PIN’s and reissue of new PIN’s in connection with lost PIN’s; (4e) Take commercially reasonable measures to maintain the security and integrity of the IAM System including without limitation measures to restrict access to Accounts to the owners thereof or their authorized agents; (5) Provide such provide installation services as may be reasonably required to permit Shareholders to access the IAM System through a hypertext link maintained by the Fund at the Fund Web Sitewhich shall include, including without limitation a review and approval of the Fund’s network requirements requirements, recommending method of establishing (and, as applicable, cooperate with the Fund to implement and recommendations with respect to establishing, maintaining maintain) a hypertext link between IAM System and the Fund Web Site and testing the network connectivity and performance; (6f) Establish commercially reasonable processes establish systems to guide, assist and procedures to enable End permit End-Users to effect Inquiries and Transactions; (7) On a timely basis, deliver to who access IAM System from the Fund or make available Web Site to the Fund over the Internet the System Guide in effect on the Effective Date electronically perform Inquires and the revisions contemplated by Section 2(b) of this Appendixcreate and transmit Transaction requests to PNC; (8) Deliver a monthly billing report to the Fund, which shall include a report of Inquiries and Transactions; (9) Exercise reasonable efforts to maintain all on-screen disclaimers and copyright, trademark and service ▇▇▇▇ notifications, if any, provided by the Fund to PNC in writing from time to time, and all “point and click” features of the IAM System relating to Shareholder acknowledgment and acceptance of such disclaimers and notifications; (10) Provide periodic site visitation (hit reports) and other information regarding End User use of the IAM System as agreed by PNC and the Fund from time to time; (11) Monitor the telephone lines involved in providing IAM Services and inform the Fund of any malfunctions or service interruptions; and (12) Provide such assistance as may reasonably be requested by the Fund in connection with the Fund’s utilization of the IAM System. (b) PNC will take commercially reasonable measures to maintain the operation of the Utilized System in accordance with applicable provisions of the System Guide in effect as of the Effective Date. Thereafter, to the extent PNC’s performance of the service described in the immediately proceeding sentence requires in the reasonable judgment of PNC a change to the Utilized System (“Maintenance Change”), PNC will effect the Maintenance Change and revise the System Guide to the extent it reasonably determines necessary to reflect the Maintenance Change. Notwithstanding any other term of the Agreement, PNC shall have no obligation to design, develop or implement any enhancement, upgrade, modification, replacement or addition to any functionality, interface, component, system, subsystem, module, architecture, platform, or version of the IAM System or any part of the IAM System not constituting a Maintenance Change (an “Upgrade”) or to incorporate an Upgrade into the Utilized System without additional charge or separate fee to the Fund. In the event PNC elects in its sole and absolute discretion to develop and implement an Upgrade and to incorporate it into the Utilized System without additional charge or separate fee to the Fund, PNC shall revise the System Guide to reflect such Upgrade. (c) For purposes of clarification: PNC has no obligation to develop or implement any Upgrade, but may in its sole and absolute discretion agree in writing to develop an Upgrade requested by the Fund, in which case PNC’s obligations shall be determined in accordance with such written agreement.

Appears in 2 contracts

Sources: Transfer Agency Services Agreement (Motley Fool Funds Trust), Transfer Agency Services Agreement (Motley Fool Funds Trust)

PNC Responsibilities. (a) To the extent contemplated by the Utilized System in effect at the relevant time, PNC shall: (1) Acquire and maintain all software and equipment reasonably required to enable Shareholders with identification information, access codes or other verification information determined by PNC to be necessary to effect Inquiries and Transactions; (2) Print, address and mail, at the Fund’s expense, such promotional mailings and other communications to Shareholders regarding the IAM Services as the Fund may reasonably request; (3) In connection with Transactions, to the extent authorized by the Fund and agreed to by PNC in its discretion, accept bank account information over the Internet from Shareholders and take such other actions as may be appropriate to facilitate movement of money to and from Accounts through the Automated Clearing House (“ACH”). The Fund shall be solely responsible for all market risk (gain/loss liability) associated with Transactions utilizing the ACH process;. (4) Take commercially reasonable measures to maintain the security and integrity of the IAM System including without limitation measures to restrict access to Accounts to the owners thereof or their authorized agents; (5) Provide such installation services as may be reasonably required to permit Shareholders to access the IAM System through a hypertext link maintained by the Fund at the Fund Web Site, including without limitation a review of the Fund’s network requirements and recommendations with respect to establishing, maintaining and testing the network connectivity and performance; (6) Establish commercially reasonable processes and procedures to enable End Users to effect Inquiries and Transactions; (7) On a timely basis, deliver to the Fund or make available to the Fund over the Internet the System Guide in effect on the Effective Date effective date of this Appendix and the revisions contemplated by Section 2(b) of this Appendix); (8) Deliver a monthly billing report to the Fund, which shall include a report of Inquiries and Transactions; (9) Exercise reasonable efforts to maintain all on-screen disclaimers and copyright, trademark and service ▇▇▇▇ notifications, if any, provided by the Fund to PNC in writing from time to time, and all “point and click” features of the IAM System relating to Shareholder acknowledgment and acceptance of such disclaimers and notifications; (10) Provide periodic site visitation (hit reports) and other information regarding End User use of the IAM System as agreed by PNC and the Fund from time to time; (11) Monitor the telephone lines involved in providing IAM Services and inform the Fund of any malfunctions or service interruptions; and (12) Provide such assistance as may reasonably be requested by the Fund in connection with the Fund’s utilization of the IAM System. (b) PNC will take commercially reasonable measures to maintain the operation of the Utilized System in accordance with applicable provisions of the System Guide in effect as of the Effective Datedate this Appendix becomes effective. Thereafter, to the extent PNC’s performance of the service described in the immediately proceeding sentence requires in the reasonable judgment of PNC a change to the Utilized System (“Maintenance Change”), PNC will effect the Maintenance Change and revise the System Guide to the extent it reasonably determines necessary to reflect the Maintenance Change. Notwithstanding any other term of the Agreement, PNC shall have no obligation to design, develop or implement any enhancement, upgrade, modification, replacement or addition to any functionality, interface, component, system, subsystem, module, architecture, platform, or version of the IAM System or any part of the IAM System not constituting a Maintenance Change (an “Upgrade”) or to incorporate an Upgrade into the Utilized System without additional charge or separate fee to the FundFund (“Free Upgrade”). In the event PNC elects in its sole and absolute discretion to develop and implement an Upgrade and to incorporate it into the Utilized System without additional charge or separate fee to the Fund, PNC shall revise the System Guide to reflect such Upgrade. (c) For purposes of clarification: PNC has no obligation to develop or implement any Upgrade, but may in its sole and absolute discretion agree in writing to develop an Upgrade requested by the Fund, in which case PNC’s obligations shall be determined in accordance with such written agreement.

Appears in 1 contract

Sources: Transfer Agency Services Agreement (New Alternatives Fund Inc)