Common use of Private Investments Clause in Contracts

Private Investments. Notwithstanding anything in the Agreement to the contrary, the following shall apply with respect to Private Investments: (a) Customer will arrange for the physical and not, for the avoidance of doubt, electronic, delivery of an Investment File to BNY Mellon, a Subcustodian or a Depository, as applicable, accompanied by an Instruction which clearly identifies the contents of such Investment File; provided that BNY Mellon, a Subcustodian or a Depository may, in its reasonable discretion, reject any Investment File and/or any Documentation contained therein which BNY Mellon, such Subcustodian or such Depository has determined to be ineligible for deposit or which otherwise cannot be held for safekeeping by BNY Mellon, the Subcustodian or the Depository. BNY Mellon shall provide reasonable notice to the Customer of BNY Mellon’s rejection of any Investment File or related Documentation; provided, that BNY Mellon makes no representation as to a Subcustodian’s or a Depository’s ability to provide such notice and BNY Mellon shall not incur any liability arising out of such Subcustodian’s or Depository’s failure to provide such notice. If an Investment File is accepted, BNY Mellon will generate an asset identifying number to track the Investment File and credit the Investment File to the Account of the Customer. BNY Mellon will safekeep such Investment File and shall segregate on its books and records the Investment Files of the Customer from those relating to any other persons. Under no circumstances will BNY Mellon be required to issue a trust receipt (or similar instrument) with respect to any Investment File or its contents. (b) It is understood and agreed that BNY Mellon will accept any file purporting to be an Investment File “as is” and without any independent examination thereof. BNY Mellon shall be under no obligation to determine the sufficiency of any Investment File, to review, verify, validate or otherwise inspect the contents of an Investment File or to provide any certification with respect thereto. Subject to Section 3(a) above, acceptance of Investment Files by BNY Mellon is based solely on the Customer’s description and representations regarding the contents thereof and any other documentation that BNY Mellon reasonably requests to obtain reasonable comfort that such Investment File is what the Customer purports such Investment File to be, it being understood that none of BNY Mellon nor any Subcustodian or Depository, as applicable, shall have any duty to the Customer to so verify. BNY Mellon shall be entitled to fully rely, without independent verification, on the Customer’s representations regarding the Investment Files. BNY Mellon’s safekeeping of an Investment File shall in no way be construed as custody of Private Investments (or any other underlying assets which the Investment File is said to constitute or represent) nor as a security entitlement to such Private Investments under any applicable law or requirements (including the Uniform Commercial Code). For the avoidance of doubt, BNY Mellon shall have no duty or obligation whatsoever to determine, or liability for the failure to determine, (i) the contents of an Investment File; (ii) that any Investment File is or is not what the Customer purports it to be or (iii) the value of any asset represented by the Investment File. BNY Mellon makes no representations or warranties, nor does it give any other assurances, regarding any Investment File or the contents thereof. Any account statements will only reflect an inventory of the physical Investment Files that BNY Mellon holds hereunder without any representation as to the contents thereof. BNY Mellon shall be under no obligation for providing any account statements directly to any clients or investors of the Customer or to any third parties. With respect to the subject matter of this Addendum, BNY Mellon will only provide those services set forth in this Addendum and BNY Mellon shall be under no obligation to accept delivery of any Investment File unless it is delivered in accordance with BNY Mellon’s requirements. (c) The Customer shall be solely responsible for the servicing of all Private Investments. As between the Customer and BNY Mellon, the Customer shall be solely responsible to cause all payments by or on behalf of issuers of a Private Investment to be remitted to BNY Mellon for credit to the applicable account. (d) The Customer shall be solely responsible for maintaining all records of account activity relating to each Private Investment, including without limitation any modification, all amortization schedules, records of transfer, pay-off, assignment, participation, sale, modification, termination or other changes in any such Private Investment. Upon modification or other change in any Private Investment, the Customer shall promptly deliver or cause to be delivered to BNY Mellon, a Subcustodian or a Depository, as applicable, all relevant Documentation. BNY Mellon shall, upon receipt of Customer’s Instruction, promptly provide or make available copies of any Investment File being held on behalf of the Customer to the Customer’s investment adviser or to any party as the Customer directs in such Instruction. (e) The Customer shall be solely responsible for the settlement of each purchase or sale of Private Investments. The Customer shall deliver to BNY Mellon Instructions specifying all Investment Files to be received or released in connection with such purchase or sale and any other relevant information concerning the custody of the Investment Files relating to the affected Private Investments. The Customer assumes full responsibility for all credit risks associated with any such sale or purchase or any loss, damage or destruction of any Documentation or Investment Files in transit.

Private Investments. Notwithstanding anything in the Agreement to the contrary, the following shall apply with respect to Private Investments: (a) Customer will arrange for the physical and not, for the avoidance of doubt, electronic, delivery of an Investment File to BNY Mellon, a Subcustodian or a Depository, as applicable, applicable accompanied by an a Written Instruction which clearly identifies the contents of such Investment File; provided that BNY Mellon, a Subcustodian or a Depository may, in its reasonable discretion, reject any Investment File and/or any Documentation contained therein which such BNY Mellon, such Subcustodian or such Depository has determined to be ineligible for deposit or which otherwise cannot be held for safekeeping in custody by BNY Mellon, the Subcustodian or the Depository. BNY Mellon shall endeavor to provide reasonable notice to the Customer of BNY Mellon’s a rejection of any Investment File or related Documentation; provided, provided that BNY Mellon makes no representation as to a Subcustodian’s or a Depository’s its ability to provide such notice and BNY Mellon shall not incur any liability arising out of such Subcustodian’s or Depository’s its failure to provide such notice. If an Investment File is accepted, BNY Mellon will generate an asset identifying number to track the Investment File and credit the Investment File to the Account of the Customer. BNY Mellon will safekeep such Investment File and shall segregate on its books and records the Investment Files of the Customer from those relating to any other personsfile. Under no circumstances will BNY Mellon be required to issue a trust receipt (or similar instrument) with respect to any Investment File or its contents. (b) It is understood and agreed that BNY Mellon will accept any file purporting to be an Investment File “as is” and without any independent examination thereof. BNY Mellon shall be under no obligation to determine the sufficiency of any Investment File, to review, verify, validate or otherwise inspect the contents of an Investment File or to provide any certification with respect thereto. Subject to Section 3(a) above, acceptance Acceptance of Investment Files by the BNY Mellon is based solely on the applicable Customer’s description and representations regarding the contents thereof and any other documentation that BNY Mellon reasonably requests to obtain reasonable comfort that such Investment File is what the Customer purports such Investment File to be, it being understood that none of the BNY Mellon Mellon, nor any Subcustodian or Depository, as applicable, shall have any duty to the Customer to so verify. BNY Mellon shall be entitled to fully rely, without independent verification, on the applicable Customer’s representations regarding the Investment Files. BNY Mellon’s safekeeping of an Investment File shall in no way be construed as custody of Private Investments (or any other underlying assets which the Investment File is said to constitute or represent) nor as a security entitlement to such Private Investments under any applicable law or requirements (including the Uniform Commercial Code)law. For the avoidance of doubt, BNY Mellon shall have no duty or obligation whatsoever to determine, or liability for the failure to determine, (i) the contents of an Investment File; (ii) that any Investment File is or is not what the applicable Customer purports it to be be, or (iii) the value of any asset represented by the Investment File. BNY Mellon makes no representations or warranties, nor does it give any other assurances, regarding any Investment File or the contents thereof. Any account Account statements will only reflect an inventory of the physical Investment Files that BNY Mellon holds hereunder without any representation as to the contents thereof. BNY Mellon shall be under no obligation hereunder for providing any account Account statements directly to any clients or investors of the Customer a Customer, if applicable, or to any third parties. With respect to the subject matter of this Addendumhereof, BNY Mellon will only provide those services set forth in this Addendum herein and BNY Mellon shall be under no obligation to accept delivery of any Investment File unless it is delivered in accordance with BNY Mellon’s the foregoing requirements. (c) The Each Customer shall be solely responsible for the servicing of all Private Investments. As between the Customer and BNY Mellon, the Each Customer shall be solely responsible to cause all payments by or on behalf of issuers of a Private Investment to be remitted to BNY Mellon for credit to the applicable accountAccount. (d) The Each Customer shall be solely responsible for maintaining all records of account activity relating to each Private Investment, including without limitation limitation, any modification, all amortization schedules, records of transfer, pay-off, assignment, participation, sale, modification, termination or other changes in any such Private Investment. Upon modification or other change in any Private Investment, the applicable Customer shall promptly deliver or cause to be delivered to BNY Mellon, a Subcustodian or a Depository, as applicable, all relevant Documentation. BNY Mellon shall, upon receipt of Customer’s Instruction, promptly provide or make available copies of any Investment File being held on behalf of the Customer to the Customer’s investment adviser or to any party as the Customer directs in such Instruction. (e) The Each Customer shall be solely responsible for the settlement of each purchase or sale of Private Investments. The applicable Customer shall deliver to BNY Mellon Written Instructions specifying all Investment Files to be received or released in connection with such purchase or sale and any other relevant information concerning the custody of the Investment Files relating to the affected Private Investments. The applicable Customer assumes full responsibility for all credit risks associated with any such sale or purchase or any loss, damage or destruction of any Documentation or Investment Files in transit.

Private Investments. Notwithstanding anything in the Agreement to the contrary, the following shall apply with respect to Private Investments: (a) Customer will arrange for the physical and not, for the avoidance of doubt, electronic, delivery of an Investment File to BNY Mellon, a Subcustodian or a Depository, as applicable, accompanied by an Instruction which clearly identifies the contents of such Investment File; provided that BNY Mellon, a Subcustodian or a Depository may, in its reasonable discretion, reject any Investment File and/or any Documentation contained therein which BNY Mellon, Mellon or such Subcustodian or such Depository has determined to be ineligible for deposit or which otherwise cannot be held for safekeeping by BNY Mellon, the Mellon or such Subcustodian or the Depository. BNY Mellon shall endeavor to provide reasonable notice to the Customer of BNY Mellon’s a rejection of any Investment File or related Documentation; provided, provided that BNY Mellon makes no representation as to a Subcustodian’s or a Depository’s its ability to provide such notice and BNY Mellon shall not incur any liability arising out of such Subcustodian’s or Depository’s its failure to provide such notice. If an Investment File is accepted, BNY Mellon will generate an asset identifying number to track the Investment File and credit the Investment File to the Account of the Customer. BNY Mellon will safekeep custody such Investment File and shall segregate on in its books and records vaults or the Investment Files vaults of the Customer from those relating to any other personsa Subcustodian or Depository. Under no circumstances will BNY Mellon be required to issue a trust receipt (or similar instrument) with respect to any Investment File or its contents. No director, officer, employee or agent of Customer shall have physical access to the Investment Files or be authorized or permitted to withdraw any Documentation nor shall BNY Mellon deliver any Documentation to any such person, unless such access or withdrawal or delivery has been duly authorized pursuant to Instructions. (b) It is understood and agreed that BNY Mellon will accept any file purporting to be an Investment File “as is” and without any independent examination thereof. BNY Mellon shall be under no obligation to determine the sufficiency of any Investment File, to review, verify, validate or otherwise inspect the contents of an Investment File or to provide any certification with respect thereto. Subject to Section 3(a) above, acceptance of Investment Files by BNY Mellon is based solely on the Customer’s description and representations regarding the contents thereof and any other documentation that BNY Mellon reasonably requests to obtain reasonable comfort that such Investment File is what the Customer purports such Investment File to be, it being understood that none of BNY Mellon Mellon, Subcustodian nor any Subcustodian or Depository, as applicable, shall have any duty to the Customer to so verify. BNY Mellon shall be entitled to fully rely, without independent verification, on the Customer’s representations regarding the Investment Files. BNY Mellon’s safekeeping XXX Xxxxxx’x custody of an Investment File shall in no way be construed as custody of Private Investments (or any other underlying assets which the Investment File is said to constitute or represent) nor as a security entitlement to such Private Investments under any applicable law or requirements (including the Uniform Commercial Code). For the avoidance of doubt, BNY Mellon shall have no duty or obligation whatsoever to determine, or liability for the failure to determine, (i) the contents of an Investment File; (ii) that any Investment File is or is not what the Customer purports it to be or (iii) the value of any asset represented by the Investment File. BNY Mellon makes no representations or warranties, nor does it give any other assurances, regarding any Investment File or the contents thereof. Any account statements will only reflect an inventory of the physical Investment Files that BNY Mellon holds hereunder without any representation as to the contents thereof. BNY Mellon shall be under no obligation hereunder for providing any account statements directly to any clients or investors of the Customer or to any third parties. With respect to the subject matter of this Addendum, BNY Mellon will only provide those services set forth in this Addendum and BNY Mellon shall be under no obligation to accept delivery of any Investment File unless it is delivered in accordance with BNY Mellon’s requirements. (c) The Customer shall be solely responsible for the servicing of all Private Investments. As between the Customer and BNY Mellonparties, the Customer shall be solely responsible to cause all payments by or on behalf of issuers of a Private Investment to be remitted to BNY Mellon for credit to the applicable accountan Account. (d) The Customer shall be solely responsible for maintaining all records of account activity relating to each Private Investment, including without limitation limitation, any modification, all amortization schedules, records of transfer, pay-off, assignment, participation, sale, modification, termination or other changes in any such Private Investment. Upon modification or other change in any Private Investment, the Customer shall promptly deliver or cause to be delivered to BNY Mellon, a Subcustodian or a Depository, as applicable, all relevant Documentation. BNY Mellon shall, upon receipt of Customer’s Instruction, promptly provide or make available copies of any Investment File being held on behalf of the Customer to the Customer’s investment adviser or to any party as the Customer directs in such Instruction. (e) The Customer shall be solely responsible for the settlement of each purchase or sale of Private Investments. The Customer shall deliver to BNY Mellon Instructions specifying all Investment Files to be received or released in connection with such purchase or sale and any other relevant information concerning the custody of the Investment Files relating to the affected Private Investments. The Customer assumes full responsibility for all credit risks associated with any such sale or purchase or any loss, damage or destruction of any Documentation or Investment Files in transit.

Private Investments. Notwithstanding anything in the Agreement to the contrary, the following shall apply with respect to Private Investments: (a) Customer will arrange for the physical and not, for the avoidance of doubt, electronic, delivery of an Investment File to BNY Mellon, a Subcustodian or a Depository, as applicable, accompanied by an Instruction which clearly identifies the contents of such Investment File; provided that BNY Mellon, a Subcustodian or a Depository may, in its reasonable discretion, reject any Investment File and/or any Documentation contained therein which BNY Mellon, such Subcustodian or such Depository has determined to be ineligible for deposit or which otherwise cannot be held for safekeeping by BNY Mellon, the Subcustodian or the Depository. BNY Mellon shall provide reasonable notice to the Customer of BNY Mellon’s rejection of any Investment File or related Documentation; provided, that BNY Mellon makes no representation as to a Subcustodian’s or a Depository’s ability to provide such notice and BNY Mellon shall not incur any liability arising out of such Subcustodian’s or Depository’s failure to provide such notice. If an Investment File is accepted, BNY Mellon will generate an asset identifying number to track the Investment File and credit the Investment File to the Account of the Customer. BNY Mellon will safekeep such Investment File and shall segregate on its books and records the Investment Files of the Customer from those relating to any other persons. Under no circumstances will BNY Mellon be required to issue a trust receipt (or similar instrument) with respect to any Investment File or its contents. (b) It is understood and agreed that BNY Mellon will accept any file purporting to be an Investment File “as is” and without any independent examination thereof. BNY Mellon shall be under no obligation to determine the sufficiency of any Investment File, to review, verify, validate or otherwise inspect the contents of an Investment File or to provide any certification with respect thereto. Subject to Section 3(a) above, acceptance of Investment Files by BNY Mellon is based solely on the Customer’s description and representations regarding the contents thereof and any other documentation that BNY Mellon reasonably requests to obtain reasonable comfort that such Investment File is what the Customer purports such Investment File to be, it being understood that none of BNY Mellon nor any Subcustodian or Depository, as applicable, shall have any duty to the Customer to so verify. BNY Mellon shall be entitled to fully rely, without independent verification, on the Customer’s representations regarding the Investment Files. BNY Mellon’s safekeeping of an Investment File shall in no way be construed as custody of Private Investments (or any other underlying assets which the Investment File is said to constitute or represent) nor as a security entitlement to such Private Investments under any applicable law or requirements (including the Uniform Commercial Code). For the avoidance of doubt, BNY Mellon shall have no duty or obligation whatsoever to determine, or liability for the failure to determine, (i) the contents of an Investment File; (ii) that any Investment File is or is not what the Customer purports it to be or (iii) the value of any asset represented by the Investment File. BNY Mellon makes no representations or warranties, nor does it give any other assurances, regarding any Investment File or the contents thereof. Any account statements will only reflect an inventory of the physical Investment Files that BNY Mellon holds hereunder without any representation as to the contents thereof. BNY Mellon shall be under no obligation for providing any account statements directly to any clients or investors of the Customer or to any third parties. With respect to the subject matter of this Addendum, BNY Mellon will only provide those services set forth in this Addendum and BNY Mellon shall be under no obligation to accept delivery of any Investment File unless it is delivered in accordance with BNY Mellon’s requirements.. Table of Contents (c) The Customer shall be solely responsible for the servicing of all Private Investments. As between the Customer and BNY Mellon, the Customer shall be solely responsible to cause all payments by or on behalf of issuers of a Private Investment to be remitted to BNY Mellon for credit to the applicable account. (d) The Customer shall be solely responsible for maintaining all records of account activity relating to each Private Investment, including without limitation any modification, all amortization schedules, records of transfer, pay-off, assignment, participation, sale, modification, termination or other changes in any such Private Investment. Upon modification or other change in any Private Investment, the Customer shall promptly deliver or cause to be delivered to BNY Mellon, a Subcustodian or a Depository, as applicable, all relevant Documentation. BNY Mellon shall, upon receipt of Customer’s Instruction, promptly provide or make available copies of any Investment File being held on behalf of the Customer to the Customer’s investment adviser or to any party as the Customer directs in such Instruction. (e) The Customer shall be solely responsible for the settlement of each purchase or sale of Private Investments. The Customer shall deliver to BNY Mellon Instructions specifying all Investment Files to be received or released in connection with such purchase or sale and any other relevant information concerning the custody of the Investment Files relating to the affected Private Investments. The Customer assumes full responsibility for all credit risks associated with any such sale or purchase or any loss, damage or destruction of any Documentation or Investment Files in transit.