Common use of Transmission of Data Clause in Contracts

Transmission of Data. (a) The Administrators hereby instruct and direct, and acknowledge that they may from time to time further instruct and direct, the Sub-Administrator/Accounting Agent to disseminate certain confidential, sensitive (as to financial or timing or otherwise) or other information, whether generated by the Sub-Administrator/Accounting Agent in its provision of services hereunder or otherwise (the “Data”), to any Administrator or any of its affiliates, agents of an Administrator, contract counterparties of an Administrator or other persons or entities, via the (public) internet (including so-called “e-mail” or electronic mail systems), facsimile, or other electronic or electro-mechanical method chosen by the Administrators, and pursuant to such reasonable operational procedures as the Administrators and the Sub-Administrator/Accounting Agent may agree upon from time to time (the “Transmission(s)”). (b) In connection with all such instructions described in clause (a) above, the Administrators hereby accept and assume all risk associated with the choice of delivery methods and risks associated with the transmission of encrypted or unencrypted information (i) by way of a non-secure method (e.g., interception, manipulation or alteration, lack of confidentiality) and (ii) due to the Sub-Administrator/Accounting Agent’s inability to control the quality, completeness and accuracy of any Transmission Report due to possible Data corruption or transmission interference and/or error. (c) In furtherance of all such instructions described in clause (a) above, the Administrators hereby acknowledge and agree that (i) such may from time to time include particular instructions to deliver Data to e-mail, facsimile or other distribution lists and in such event(s), the Administrators shall assume the responsibility for (A) creating and maintaining the master(s) of any such distribution lists and (B) communicating such information to the Sub-Administrator/Accounting Agent as the Sub-Administrator/Accounting Agent may reasonably require in order to comply, in accordance with the standard of care set forth in Section 11 below, with any Transmission instruction and (ii) they will notify the Sub-Administrator/Accounting Agent as soon as possible if they become aware of any Transmission that has not been received as provided in the procedures referred to in clause (a) above. (d) The Administrators hereby acknowledge and agree that no act or omission of the Sub-Administrator/Accounting Agent including, without limitation, its execution of this Agreement or acceptance of any instruction described in clause (a) above, shall constitute either an agreement to be bound by, or an acceptance of any liability or obligation with respect to, any contract to which the Sub-Administrator/Accounting Agent is not a party including, without limitation, any agreement or arrangement any Administrator or Fund may have with any person or entity including, without limitation, any recipient of Data via a Transmission. Nothing in this clause (d) shall, however, in any way diminish the Sub-Administrator/Accounting Agent’s obligations under this Agreement. 7. Fees, Expenses and Expense Reimbursement; Change in Level of Services 7.1 Fees, Expenses and Expense Reimbursements. The Administrators hereby agree to pay the Sub-Administrator/Accounting Agent such compensation for the Sub-Administrator/Accounting Agent’s services provided pursuant to this Agreement as is set forth on the fee schedule attached as Schedule D to this Agreement (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators, the “Fee Schedule”). The fees are billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement with respect to any Fund before the end of any month, the fee payable with respect to such Fund for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable promptly upon the date of termination of this Agreement for such Fund. In addition, the Administrators hereby agree to reimburse the Sub-Administrator/Accounting Agent for its reasonable out-of-pocket costs and for its expenses incurred in connection with this Agreement as set forth on Schedule D attached hereto (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators). The Administrators agree to reimburse the Sub-Administrator/Accounting Agent for any other expenses not contemplated by this Agreement as mutually agreed upon in writing by the Administrators and the Sub-Administrator/Accounting Agent from time to time.

Transmission of Data. (a) The Administrators hereby instruct and direct, and acknowledge that they may from time to time further instruct and direct, the Sub-Administrator/Accounting Agent to disseminate certain confidential, sensitive (as to financial or timing or otherwise) or other information, whether generated by the Sub-Administrator/Accounting Agent in its provision of services hereunder or otherwise (the “"Data”"), to any Administrator or any of its affiliates, agents of an Administrator, contract counterparties of an Administrator or other persons or entities, via the (public) internet (including so-called “"e-mail” " or electronic mail systems), facsimile, or other electronic or electro-mechanical method chosen by the Administrators, and pursuant to such reasonable operational procedures as the Administrators and the Sub-Administrator/Accounting Agent may agree upon from time to time (the “"Transmission(s)”"). (b) In connection with all such instructions described in clause (a) above, the Administrators hereby accept and assume all risk associated with the choice of delivery methods and risks associated with the transmission of encrypted or unencrypted information (i) by way of a non-secure method (e.g., interception, manipulation or alteration, lack of confidentiality) and (ii) due to the Sub-Administrator/Accounting Agent’s 's inability to control the quality, completeness and accuracy of any Transmission Report due to possible Data corruption or transmission interference and/or error. (c) In furtherance of all such instructions described in clause (a) above, the Administrators hereby acknowledge and agree that (i) such may from time to time include particular instructions to deliver Data to e-mail, facsimile or other distribution lists and in such event(s), the Administrators shall assume the responsibility for (A) creating and maintaining the master(s) of any such distribution lists and (B) communicating such information to the Sub-Administrator/Accounting Agent as the Sub-Administrator/Accounting Agent may reasonably require in order to comply, in accordance with the standard of care set forth in Section 11 below, with any Transmission instruction and (ii) they will notify the Sub-Administrator/Accounting Agent as soon as possible if they become aware of any Transmission that has not been received as provided in the procedures referred to in clause (a) above. (d) The Administrators hereby acknowledge and agree that no act or omission of the Sub-Administrator/Accounting Agent including, without limitation, its execution of this Agreement or acceptance of any instruction described in clause (a) above, shall constitute either an agreement to be bound by, or an acceptance of any liability or obligation with respect to, any contract to which the Sub-Administrator/Accounting Agent is not a party including, without limitation, any agreement or arrangement any Administrator or Fund may have with any person or entity including, without limitation, any recipient of Data via a Transmission. Nothing in this clause (d) shall, however, in any way diminish the Sub-Sub- Administrator/Accounting Agent’s 's obligations under this Agreement. 7. Fees, Expenses and Expense Reimbursement; Change in Level of Services 7.1 Fees, Expenses and Expense Reimbursements. The Administrators hereby agree to pay the Sub-Administrator/Accounting Agent such compensation for the Sub-Administrator/Accounting Agent’s 's services provided pursuant to this Agreement as is set forth on the fee schedule attached as Schedule D to this Agreement (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators, the “"Fee Schedule”"). The fees are billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement with respect to any Fund before the end of any month, the fee payable with respect to such Fund for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable promptly upon the date of termination of this Agreement for such Fund. In addition, the Administrators hereby agree to reimburse the Sub-Administrator/Accounting Agent for its reasonable out-of-pocket costs and for its expenses incurred in connection with this Agreement as set forth on Schedule D attached hereto (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators). The Administrators agree to reimburse the Sub-Administrator/Accounting Agent for any other expenses not contemplated by this Agreement as mutually agreed upon in writing by the Administrators and the Sub-Administrator/Accounting Agent from time to time.

Transmission of Data. (a) The Administrators hereby instruct and direct, and acknowledge that they may from time to time further instruct and direct, the Sub-Administrator/Accounting Agent to disseminate certain confidential, sensitive (as to financial or timing or otherwise) or other information, whether generated by the Sub-Administrator/Accounting Agent in its provision of services hereunder or otherwise (the “Data”), to any Administrator or any of its affiliates, agents of an Administrator, contract counterparties of an Administrator or other persons or entities, via the (public) internet (including so-called “e-mail” or electronic mail systems), facsimile, or other electronic or electro-mechanical method chosen by the Administrators, and pursuant to such reasonable operational procedures as the Administrators and the Sub-Administrator/Accounting Agent may agree upon from time to time (the “Transmission(s)”). (b) In connection with all such instructions described in clause (a) above, the Administrators hereby accept and assume all risk associated with the choice of delivery methods and risks associated with the transmission of encrypted or unencrypted information (i) by way of a non-secure method (e.g., interception, manipulation or alteration, lack of confidentiality) and (ii) due to the Sub-Administrator/Accounting Agent’s inability to control the quality, completeness and accuracy of any Transmission Report due to possible Data corruption or transmission interference and/or error. (c) In furtherance of all such instructions described in clause (a) above, the Administrators hereby acknowledge and agree that (i) such may from time to time include particular instructions to deliver Data to e-mail, facsimile or other distribution lists and in such event(s), the Administrators shall assume the responsibility for (A) creating and maintaining the master(s) of any such distribution lists and (B) communicating such information to the Sub-Administrator/Accounting Agent as the Sub-Administrator/Accounting Agent may reasonably require in order to comply, in accordance with the standard of care set forth in Section 11 below, with any Transmission instruction and (ii) they will notify the Sub-Administrator/Accounting Agent as soon as possible if they become aware of any Transmission that has not been received as provided in the procedures referred to in clause (a) above. (d) The Administrators hereby acknowledge and agree that no act or omission of the Sub-Administrator/Accounting Agent including, without limitation, its execution of this Agreement or acceptance of any instruction described in clause (a) above, shall constitute either an agreement to be bound by, or an acceptance of any liability or obligation with respect to, any contract to which the Sub-Administrator/Accounting Agent is not a party including, without limitation, any agreement or arrangement any Administrator or Fund may have with any person or entity including, without limitation, any recipient of Data via a Transmission. Nothing in this clause (d) shall, however, in any way diminish the Sub-Sub- Administrator/Accounting Agent’s obligations under this Agreement. 7. Fees, Expenses and Expense Reimbursement; Change in Level of Services 7.1 Fees, Expenses and Expense Reimbursements. The Administrators hereby agree to pay the Sub-Administrator/Accounting Agent such compensation for the Sub-Administrator/Accounting Agent’s services provided pursuant to this Agreement as is set forth on the fee schedule attached as Schedule D to this Agreement (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators, the “Fee Schedule”). The fees are billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement with respect to any Fund before the end of any month, the fee payable with respect to such Fund for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable promptly upon the date of termination of this Agreement for such Fund. In addition, the Administrators hereby agree to reimburse the Sub-Sub- Administrator/Accounting Agent for its reasonable out-of-pocket costs and for its expenses incurred in connection with this Agreement as set forth on Schedule D attached hereto (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators). The Administrators agree to reimburse the Sub-Administrator/Accounting Agent for any other expenses not contemplated by this Agreement as mutually agreed upon in writing by the Administrators and the Sub-Administrator/Accounting Agent from time to time.

Transmission of Data. (a) The Administrators hereby instruct and direct, and acknowledge that they may from time to time further instruct and direct, the Sub-Administrator/Accounting Agent to disseminate certain confidential, sensitive (as to financial or timing or otherwise) or other information, whether generated by the Sub-Administrator/Accounting Agent in its provision of services hereunder or otherwise (the “Data”), to any Administrator or any of its affiliates, agents of an Administrator, contract counterparties of an Administrator or other persons or entities, via the (public) internet (including so-called “e-mail” or electronic mail systems), facsimile, or other electronic or electro-mechanical method chosen by the Administrators, and pursuant to such reasonable operational procedures as the Administrators and the Sub-Administrator/Accounting Agent may agree upon from time to time (the “Transmission(s)”). (b) In connection with all such instructions described in clause (a) above, the Administrators hereby accept and assume all risk associated with the choice of delivery methods and risks associated with the transmission of encrypted or unencrypted information (i) by way of a non-secure method (e.g., interception, manipulation or alteration, lack of confidentiality) and (ii) due to the Sub-Administrator/Accounting Agent’s inability to control the quality, completeness and accuracy of any Transmission Report due to possible Data corruption or transmission interference and/or error. (c) In furtherance of all such instructions described in clause (a) above, the Administrators hereby acknowledge and agree that (i) such may from time to time include particular instructions to deliver Data to e-mail, facsimile or other distribution lists and in such event(s), the Administrators shall assume the responsibility for (A) creating and maintaining the master(s) of any such distribution lists and (B) communicating such information to the Sub-Administrator/Accounting Agent as the Sub-Administrator/Accounting Agent may reasonably require in order to comply, in accordance with the standard of care set forth in Section 11 below, with any Transmission instruction and (ii) they will notify the Sub-Administrator/Accounting Agent as soon as possible if they become aware of any Transmission that has not been received as provided in the procedures referred to in clause (a) above. (d) The Administrators hereby acknowledge and agree that no act or omission of the Sub-Administrator/Accounting Agent including, without limitation, its execution of this Agreement or acceptance of any instruction described in clause (a) above, shall constitute either an agreement to be bound by, or an acceptance of any liability or obligation with respect to, any contract to which the Sub-Administrator/Accounting Agent is not a party including, without limitation, any agreement or arrangement any Administrator or Fund may have with any person or entity including, without limitation, any recipient of Data via a Transmission. Nothing in this clause (d) shall, however, in any way diminish the Sub-Administrator/Accounting Agent’s obligations under this Agreement. 7. Fees, Expenses and Expense Reimbursement; Change in Level of Services 7.1 Fees, Expenses and Expense Reimbursements. The Administrators hereby agree to pay the Sub-Administrator/Accounting Agent such compensation for the Sub-Administrator/Accounting Agent’s services provided pursuant to this Agreement as is set forth on the fee schedule attached as Schedule D to this Agreement (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators, the “Fee Schedule”). The fees are billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement with respect to any Fund before the end of any month, the fee payable with respect to such Fund for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable promptly upon the date of termination of this Agreement for such Fund. In addition, the Administrators hereby agree to reimburse the Sub-Sub- Administrator/Accounting Agent for its reasonable out-of-pocket costs and for its expenses incurred in connection with this Agreement as set forth on Schedule D attached hereto (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators). The Administrators agree to reimburse the Sub-Administrator/Accounting Agent for any other expenses not contemplated by this Agreement as mutually agreed upon in writing by the Administrators and the Sub-Administrator/Accounting Agent from time to time.

Transmission of Data. (a) The Administrators hereby instruct and direct, and acknowledge that they may from time to time further instruct and direct, the Sub-Administrator/Accounting Agent to disseminate certain confidential, sensitive (as to financial or timing or otherwise) or other information, whether generated by the Sub-Administrator/Accounting Agent in its provision of services hereunder or otherwise (the “"Data”"), to any Administrator or any of its affiliates, agents of an Administrator, contract counterparties of an Administrator or other persons or entities, via the (public) internet (including so-called “"e-mail” " or electronic mail systems), facsimile, or other electronic or electro-mechanical method chosen by the Administrators, and pursuant to such reasonable operational procedures as the Administrators and the Sub-Administrator/Accounting Agent may agree upon from time to time (the “"Transmission(s)”"). (b) In connection with all such instructions described in clause (a) above, the Administrators hereby accept and assume all risk associated with the choice of delivery methods and risks associated with the transmission of encrypted or unencrypted information (i) by way of a non-secure method (e.g., interception, manipulation or alteration, lack of confidentiality) and (ii) due to the Sub-Administrator/Accounting Agent’s 's inability to control the quality, completeness and accuracy of any Transmission Report due to possible Data corruption or transmission interference and/or error. (c) In furtherance of all such instructions described in clause (a) above, the Administrators hereby acknowledge and agree that (i) such may from time to time include particular instructions to deliver Data to e-mail, facsimile or other distribution lists and in such event(s), the Administrators shall assume the responsibility for (A) creating and maintaining the master(s) of any such distribution lists and (B) communicating such information to the Sub-Administrator/Accounting Agent as the Sub-Administrator/Accounting Agent may reasonably require in order to comply, in accordance with the standard of care set forth in Section 11 below, with any Transmission instruction and (ii) they will notify the Sub-Administrator/Accounting Agent as soon as possible if they become aware of any Transmission that has not been received as provided in the procedures referred to in clause (a) above. (d) The Administrators hereby acknowledge and agree that no act or omission of the Sub-Administrator/Accounting Agent including, without limitation, its execution of this Agreement or acceptance of any instruction described in clause (a) above, shall constitute either an agreement to be bound by, or an acceptance of any liability or obligation with respect to, any contract to which the Sub-Administrator/Accounting Agent is not a party including, without limitation, any agreement or arrangement any Administrator or Fund may have with any person or entity including, without limitation, any recipient of Data via a Transmission. Nothing in this clause (d) shall, however, in any way diminish the Sub-Administrator/Accounting Agent’s 's obligations under this Agreement. 7. FeesFEES, Expenses and Expense ReimbursementEXPENSES AND EXPENSE REIMBURSEMENT; Change in Level of ServicesCHANGE IN LEVEL OF SERVICES 7.1 FeesFEES, Expenses and Expense ReimbursementsEXPENSES AND EXPENSE REIMBURSEMENTS. The Administrators hereby agree to pay the Sub-Administrator/Accounting Agent such compensation for the Sub-Administrator/Accounting Agent’s 's services provided pursuant to this Agreement as is set forth on the fee schedule attached as Schedule D to this Agreement (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators, the “"Fee Schedule”"). The fees are billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement with respect to any Fund before the end of any month, the fee payable with respect to such Fund for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable promptly upon the date of termination of this Agreement for such Fund. In addition, the Administrators hereby agree to reimburse the Sub-Administrator/Accounting Agent for its reasonable out-of-pocket costs and for its expenses incurred in connection with this Agreement as set forth on Schedule D attached hereto (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators). The Administrators agree to reimburse the Sub-Administrator/Accounting Agent for any other expenses not contemplated by this Agreement as mutually agreed upon in writing by the Administrators and the Sub-Administrator/Accounting Agent from time to time.

Transmission of Data. (a) The Administrators hereby instruct and direct, and acknowledge that they may from time to time further instruct and direct, the Sub-Administrator/Accounting Agent to disseminate certain confidential, sensitive (as to financial or timing or otherwise) or other information, whether generated by the Sub-Administrator/Accounting Agent in its provision of services hereunder or otherwise (the “"Data”"), to any Administrator or any of its affiliates, agents of an Administrator, contract counterparties of an Administrator or other persons or entities, via the (public) internet (including so-called “"e-mail” " or electronic mail systems), facsimile, or other electronic or electro-mechanical method chosen by the Administrators, and pursuant to such reasonable operational procedures as the Administrators and the Sub-Administrator/Accounting Agent may agree upon from time to time (the “"Transmission(s)”"). (b) In connection with all such instructions described in clause (a) above, the Administrators hereby accept and assume all risk associated with the choice of delivery methods and risks associated with the transmission of encrypted or unencrypted information (i) by way of a non-secure method (e.g., interception, manipulation or alteration, lack of confidentiality) and (ii) due to the Sub-Administrator/Accounting Agent’s 's inability to control the quality, completeness and accuracy of any Transmission Report due to possible Data corruption or transmission interference and/or error. (c) In furtherance of all such instructions described in clause (a) above, the Administrators hereby acknowledge and agree that (i) such may from time to time include particular instructions to deliver Data to e-mail, facsimile or other distribution lists and in such event(s), the Administrators shall assume the responsibility for (A) creating and maintaining the master(s) of any such distribution lists and (B) communicating such information to the Sub-Administrator/Accounting Agent as the Sub-Administrator/Accounting Agent may reasonably require in order to comply, in accordance with the standard of care set forth in Section 11 below, with any Transmission instruction and (ii) they will notify the Sub-Administrator/Accounting Agent as soon as possible if they become aware of any Transmission that has not been received as provided in the procedures referred to in clause (a) above. (d) The Administrators hereby acknowledge and agree that no act or omission of the Sub-Administrator/Accounting Agent including, without limitation, its execution of this Agreement or acceptance of any instruction described in clause (a) above, shall constitute either an agreement to be bound by, or an acceptance of any liability or obligation with respect to, any contract to which the Sub-Administrator/Accounting Agent is not a party including, without limitation, any agreement or arrangement any Administrator or Fund may have with any person or entity including, without limitation, any recipient of Data via a Transmission. Nothing in this clause (d) shall, however, in any way diminish the Sub-Sub- Administrator/Accounting Agent’s 's obligations under this Agreement. 7. Fees, Expenses and Expense Reimbursement; Change in Level of Services 7.1 Fees, Expenses and Expense Reimbursements. The Administrators hereby agree to pay the Sub-Administrator/Accounting Agent such compensation for the Sub-Administrator/Accounting Agent’s 's services provided pursuant to this Agreement as is set forth on the fee schedule attached as Schedule D to this Agreement (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators, the “"Fee Schedule”"). The fees are billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement with respect to any Fund before the end of any month, the fee payable with respect to such Fund for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable promptly upon the date of termination of this Agreement for such Fund. In addition, the Administrators hereby agree to reimburse the Sub-Sub- Administrator/Accounting Agent for its reasonable out-of-pocket costs and for its expenses incurred in connection with this Agreement as set forth on Schedule D attached hereto (as such Fee Schedule may be amended from time to time by the agreement of the Sub-Administrator/Accounting Agent and the Administrators). The Administrators agree to reimburse the Sub-Administrator/Accounting Agent for any other expenses not contemplated by this Agreement as mutually agreed upon in writing by the Administrators and the Sub-Administrator/Accounting Agent from time to time.