Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust and the Portfolios and/or Distributor may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts under or pursuant to this Agreement. Such inspections shall be conducted at the Administrator’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Administrator representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Administrator’s representatives to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each Trust’s governmental regulators, at the Administrator’s expense, solely to (i) such Trust’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such Trust under the Agreement. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the Transfer Agent agrees that the Administrator, on behalf of the Trusts, and its agents shall have access to each Trust’s records throughout the term of this Agreement.
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)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each the Trust and the Portfolios and/or Distributor may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts Trust under or pursuant to this Agreement. Such inspections shall be conducted at the Administrator’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts Trust and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Administrator representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Administrator’s representatives to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each the Trust’s governmental regulators, at the Administrator’s expense, solely to (i) such the Trust’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such the Trust under the Agreement. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the Transfer Agent agrees that the Administrator, on behalf of the TrustsTrust, and its agents shall have access to each the Trust’s records throughout the term of this Agreement.
Appears in 3 contracts
Samples: Transfer Agency and Service Agreement (Pimco Variable Insurance Trust), Transfer Agency and Service Agreement (Pimco Funds), Fees and Expenses (Pimco Funds)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust and the Portfolios and/or Distributor XXXX may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts Funds and XXXX under or pursuant to this Agreement. Such inspections shall be conducted at the Administrator’s expense of the Trust and/or XXXX, as applicable, (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives Trust shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator Trust and its authorized representatives XXXX shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts Funds, XXXX and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Administrator Trust or XXXX representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any representatives of the Administrator’s representatives Trust or XXXX to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each Trust’s the governmental regulatorsregulators of the Trust or XXXX, at the Administrator’s expenseexpense of the Trust or XXXX, solely to (i) such Trust’s the records of the Trust or XXXX held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such the Trust or XXXX under the Agreement. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the Transfer Agent agrees that the Administrator, on behalf of the Trusts, and its agents shall have access to each Trust’s records throughout the term of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Allstate Financial Investment Trust), Transfer Agency and Service Agreement (Allstate Financial Investment Trust)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust the Fund and the Portfolios and/or Distributor may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Administrator’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Administrator representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Administrator’s representatives to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each Trustthe Fund’s governmental regulators, at the Administrator’s expense, solely to (i) such Trustthe Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such Trust the Fund under the Agreement. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the Transfer Agent agrees that the Administrator, on behalf of the Trusts, Administrator and its agents shall have access to each Trustthe Fund’s records throughout the term of this Agreement.
Appears in 2 contracts
Samples: Transfer Agency and Service Agreement (Allianz Global Investors Managed Accounts Trust), Transfer Agency and Service Agreement (Allianz Funds)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust and the Portfolios and/or Distributor Funds may conduct periodic site visits of the Transfer Agent’s or a Delegate’s facilities and inspect the Transfer Agent’s (or the Delegate’s) records and procedures solely as they pertain to the Transfer Agent’s (or the Delegate’s) services for the Trusts Funds under or pursuant to this Agreement. Such inspections shall be conducted at the Administratora Fund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s (or the Delegate’s) regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives such Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent (or the Delegate) and the Administrator and its authorized representatives such Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s (or the Delegate’s) normal and customary conduct of its business activities, including the provision of services to the Trusts Funds and to other clients. The Transfer Agent (or the Delegate) shall have the right to immediately require the removal of any Administrator Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer AgentAgent (or the Delegate), jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer AgentAgent (or the Delegate). The Transfer Agent (or the Delegate) may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent (or the Delegate) may also reasonably require any of the Administratora Fund’s representatives to execute a reasonable confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent (or the Delegate) will also provide reasonable access to each Trustthe Fund’s governmental regulators, at the AdministratorFund’s expense, solely to (i) such Trustthe Fund’s records held by the Transfer Agent (or the Delegate) and (ii) the procedures of the Transfer Agent (or the Delegate) directly related to its provision of services to such Trust the Fund under the Agreement. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the Transfer Agent (or the Delegate) agrees that the Administrator, on behalf of the Trusts, Funds and its their agents shall have access to each TrustFund’s records throughout the term of this Agreement.
Appears in 1 contract
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, the duly authorized representatives independent auditors, internal audit teams and regulators of the Administrator on behalf of each Trust and will have the Portfolios and/or Distributor may conduct right under this Agreement to perform periodic site visits visits, examinations or inspections, during BFDS’ regular business hours, of the Transfer Agent’s facilities and inspect the Transfer Agent’s BFDS’ facilities, records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts BFDS’ activities under or pursuant to this Agreement. Such site visits, examinations and inspections shall be conducted at the AdministratorTrust’s expense (which shall include costs related to providing materials, materials to such auditors or regulators such as charges for copying, faxing, retrieving stored materials, and similar expenses) ). The site visits, examinations and inspections shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives shall conduct the visit/inspection be conducted in a manner that will not materially interfere with the Transfer Agent’s BFDS’ normal and customary conduct of its business activities. With respect to site visits, including inspections or examinations conducted by the provision Trust’s auditors, assistance will be provided by BFDS in accordance with reasonable procedures and at reasonable frequencies, not to exceed once any twelve (12) month period for the Trust’s independent auditors; once in any quarter for the Trust’s internal auditors; and as required by the Trust’s regulators, unless otherwise agreed to by the parties. The Trust shall provide at least ten (10) business days advance notice to BFDS of services such site visits, inspections or examinations, and to the Trusts and to other clientsextent possible, of such examinations or inspections by its regulators. The Transfer Agent foregoing provisions shall have not apply to on-site visits by the right to immediately require the removal of any Administrator Trust’s officers or representatives from its premises time to time for purposes of discussing BFDS’ performance under the Agreement; provided that the Trust shall provide reasonable notice to BFDS of such visits and conduct them in the event a manner that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security will not materially interfere with BFDS’ normal and customary conduct of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agentactivities. The Transfer Agent BFDS may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent BFDS may also reasonably require any of the AdministratorTrust’s representatives auditors to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each Trust’s governmental regulators, at the Administrator’s expense, solely to (i) such Trust’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such Trust under the Agreement. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the Transfer Agent agrees that the Administrator, on behalf of the Trusts, and its agents shall have access to each Trust’s records throughout the term of this Agreementaccess.
Appears in 1 contract
Samples: Shareholders’ Servicing Agent Agreement (BofA Funds Series Trust)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust and the Portfolios and/or Distributor may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts Trust under or pursuant to this Agreement. Such inspections shall be conducted at the AdministratorTrust’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives Trust shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives Trust shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts Trust and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Administrator Trust representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the AdministratorTrust’s representatives to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each the Trust’s governmental regulatorsregulators and any other auditors authorized by the Trust, at the AdministratorTrust’s expense, solely to (i) such the Trust’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such the Trust under the Agreement. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the The Transfer Agent agrees that to provide any records reasonably requested by the AdministratorTrust or its auditors, on behalf of with the TrustsTrust’s authorization, in a timely and efficient manner and to fully cooperate with the Trust and its agents shall have access to each Trust’s records throughout the term of this Agreementauditors during any such audit.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Highmark Funds /Ma/)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust and the Portfolios and/or Distributor Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts Fund under or pursuant to this Agreement. Such inspections shall be conducted at the AdministratorFund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice once a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts Fund and to other clients. Such inspections shall not involve any direct access to the Transfer Agent or its affiliates’ systems nor the performance of any testing thereon. The Transfer Agent shall have the right to immediately require the removal of any Administrator Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the AdministratorFund’s representatives to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator containing customary and reasonable terms before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each Trustthe Fund’s governmental regulators, at the AdministratorFund’s expense, solely to (i) such Trustthe Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such Trust the Fund under the Agreement. The Transfer Agent will provide a BITS full Standard Information Gathering (SIG) assessment and will otherwise be available to the Fund to answer questions and provide information related to the information security requirements. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the Transfer Agent agrees that the Administrator, on behalf of the Trusts, Fund and its agents affiliates shall have access to each Trustthe Fund’s records throughout the term of this Agreement.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Commerce Funds)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust and the Portfolios and/or Distributor Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts Fund under or pursuant to this Agreement. Such inspections shall be conducted at the AdministratorFund’s expense expense, which shall be agreed upon between the Fund and the Transfer Agent (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses; these charges do not, however, apply to situations where the Fund’s CCO participates in Transfer Agent sponsored events for all CCOs of the funds for which Transfer Agent provides services) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Administrator Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the AdministratorFund’s representatives to execute a confidentiality agreement reasonably acceptable in a form mutually agreed to counsel to by the Administrator Funds and the Transfer Agent before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each Trustthe Fund’s governmental regulators, at the AdministratorFund’s expense, solely to (i) such Trustthe Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such Trust the Fund under the Agreement. Notwithstanding the foregoing restrictions on site visits agreed upon by the parties, the Transfer Agent agrees that the Administrator, on behalf of the Trusts, and its agents shall have access to each Trust’s records throughout the term of this Agreement.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (MARSHALL FUNDS INC D/B/a BMO FUNDS)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust and the Portfolios and/or Distributor Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts Fund under or pursuant to this Agreement. Such inspections shall be conducted at the AdministratorFund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice once a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts Fund and to other clients. Such inspections shall not involve any direct access to the Transfer Agent or its affiliates’ systems nor the performance of any testing thereon. The Transfer Agent shall have the right to immediately require the removal of any Administrator Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the AdministratorFund’s representatives to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each Trustthe Fund’s governmental regulators, at the AdministratorFund’s expense, solely to (i) such Trustthe Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such Trust the Fund under the Agreement. Notwithstanding The Transfer Agent will provide a BITS full SIG assessment and will otherwise be available to the foregoing restrictions on site visits agreed upon by Fund to answer questions and provide information related to the partiesinformation security requirements. Accordingly, the Transfer Agent agrees that the Administrator, on behalf of the Trusts, and its agents shall have access not be required to each Trust’s records throughout the term of this Agreementcomplete or respond to information security questionnaires or other due diligence questionnaires.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Keeley Funds, Inc.)
Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Administrator on behalf of each Trust and the Portfolios and/or Distributor Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Trusts Fund under or pursuant to this Agreement. Such inspections shall be conducted at the AdministratorFund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, generally no more frequently than twice once a year. In connection with such site visit and/or inspection, the Administrator or its authorized representatives Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Administrator and its authorized representatives Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Trusts Fund and to other clients. Such inspections shall not involve any direct access to the Transfer Agent or its affiliates’ systems nor the performance of any testing thereon. The Transfer Agent shall have the right to immediately require the removal of any Administrator Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the AdministratorFund’s representatives to execute a confidentiality agreement reasonably acceptable to counsel to the Administrator before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to each Trustthe Fund’s governmental regulators, at the Administrator’s expense, solely to (i) such Trustthe Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to such Trust the Fund under the Agreement. Notwithstanding The Transfer Agent will provide a BITS full SIG assessment and will otherwise be available to the foregoing restrictions on site visits agreed upon by Fund to answer questions and provide information related to the partiesinformation security requirements. Accordingly, the Transfer Agent agrees that the Administrator, on behalf of the Trusts, and its agents generally shall have access not be required to each Trust’s records throughout the term of this Agreementcomplete or respond to information security questionnaires or other due diligence questionnaires.
Appears in 1 contract
Samples: Transfer Agency and Service Agreement (Calvert World Values Fund Inc)