Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. (b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator agrees that Sub-Administrator and /or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act. (c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 12 contracts
Samples: Sub Administration Agreement, Sub Administration Agreement, Master Sub Administration Agreement (SPDR INDEX SHARES FUNDS (Formerly streetTRACKS Index Shares Funds))
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Trust otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Trust agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 9 contracts
Samples: Administration Agreement (Domini Investment Trust), Administration Agreement (AltShares Trust), Administration Agreement (Ubs Relationship Funds)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the a Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator a Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the a Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator such Trust otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Each Trust agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 5 contracts
Samples: Master Administration Agreement (Fpa Paramount Fund Inc), Master Administration Agreement (Fpa New Income Inc), Master Administration Agreement (Fpa Capital Fund Inc)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Service Provider (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund Funds and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Funds and the Sub-Administrator Service Provider or any of its Affiliates and (ii) subject to (b), below, to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Service Provider and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its AffiliatesAgreement, including Data regarding transactions and portfolio holdings relating to the Trust/FundFunds, and publish, sell, distribute or otherwise commercialize the Data; provided that the Service Provider and its Affiliates may not use the Data in a manner harmful to any Fund (e.g., trading against the Fund); and provided further that, unless the Administrator Funds otherwise consentsconsent, any Data published, sold, distributed or otherwise commercialized is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Service Provider and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/FundFunds. The Administrator agrees Funds agree that Sub-Administrator and /or Service Provider and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorService Provider’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Service Provider and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActFunds.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Service Provider and its Affiliates under this Agreement and applicable law. The Sub-Administrator Service Provider shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 3 contracts
Samples: Service Agreement (Voya FUNDS TRUST), Service Agreement (Voya SENIOR INCOME FUND), Service Agreement (Voya PRIME RATE TRUST)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers solely in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Trust otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund, and such use will be designed to prevent identification of the Trust, any Fund, or any beneficial interests in a Fund. The Administrator Trust agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
(d) Upon written request from the Trust, the Administrator shall promptly return or destroy any non-public portfolio holdings information relating to the Trust, except the Administrator may keep copies of the information for the purpose of maintaining appropriate business records or as may be required by law or any regulatory authority.
Appears in 3 contracts
Samples: Administration Agreement (Guardian Variable Products Trust), Administration Agreement, Administration Agreement (Guardian Variable Products Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 20.12 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or a Fund and share such information with its Affiliates, agents and service providers in order and solely to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund, and such use will be designed to prevent identification of the Fund, any Portfolio, or any Portfolio Interests. The Administrator Fund agrees that Sub-Administrator and /or Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorCustodian’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 20.12 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
(d) Upon written request from a Fund’s investment adviser, the Custodian shall promptly return or destroy any non-public portfolio holdings information relating to the Fund, except the Custodian may keep copies of the information for the purpose of maintaining appropriate business records or as may be required by law or any regulatory authority.
Appears in 3 contracts
Samples: Master Custodian Agreement (Guardian Variable Products Trust), Master Custodian Agreement, Master Custodian Agreement (Guardian Variable Products Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and provided that in each instance any agent, Affiliate or service provider is under obligation in material conformity with those imposed on the Sub-Administrator to protect the confidential status of such information and to maintain the security of such information against improper access, disclosure or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service managementuse.
(b) Subject to paragraph (cd) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information Confidential Information of the Administrator (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundAdministrator to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator and/or its Affiliates or and (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with the Trust/Administrator or the Fund or any person, Affiliate or account associated with the Administrator or the Fund. The Administrator agrees that , (ii) the Data represents less than a statistically meaningful portion of all of the data used to create, maintain or calculate the relevant Indicator and (iii) the Sub-Administrator publishes or otherwise distributes to third parties only the Indicators and /or its Affiliates under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, in connection with the Indicators.
(c) The Administrator acknowledged that the Sub-Administrator may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 3 contracts
Samples: Sub Administration Agreement (MassMutual Access Pine Point Fund), Sub Administration Agreement (MassMutual Access Pine Point Fund), Sub Administration Agreement (MassMutual Access Pine Point Fund)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund each Company and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator each Company and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Companies and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundCompanies or a Company, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator each Company otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Funda Company. The Administrator Each Company agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, subject to Section 9 hereof, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActCompany.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 3 contracts
Samples: Master Administration Agreement (Partners Group Private Equity (Master Fund), LLC), Administration Agreement (Partners Group Private Equity (TEI), LLC), Administration Agreement (Partners Group Private Equity, LLC)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator State Street (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator FT Services or the Trust or Fund and share such information with its Affiliates, agents and service providers who have a need to know such information in order and solely to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator State Street or any of its Affiliates and (ii) to carry out management of its businessesbusiness, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator State Street and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator FT Services and the Sub-Administrator State Street or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator FT Services otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator State Street and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator and, in the case of (i) or (ii), such Data shall not be presented in a format which permits such Data to be reverse engineered to identify the Trust/Fund. FT Services agrees that Sub-Administrator and /or State Street and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorState Street’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator State Street and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator FT Services or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator State Street and its Affiliates under this Agreement and applicable law. The Sub-Administrator State Street shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Subcontract for Administration and Fund Accounting Services (Franklin Templeton ETF Trust), Subcontract for Administration and Fund Accounting Services (Franklin Templeton ETF Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund each Company and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator each Company and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (cd) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information Confidential Information of the Customer (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Companies and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundCompanies or a Company to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator and/or its Affiliates or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with a Company, (ii) the Trust/Fund. The Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Administrator agrees publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement.
(c) Each Company acknowledges that Sub-the Administrator and /or its Affiliates may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Administration Agreement (Partners Group Growth, LLC), Administration Agreement (Partners Group Next Generation Infrastructure LLC)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 20.12 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (cd) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information Confidential Information of the Fund (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundFund to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator Custodian and/or its Affiliates or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with the Trust/Fund. , (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Custodian publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement.
(c) The Administrator agrees Fund acknowledges that Sub-Administrator and /or its Affiliates the Custodian may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 20.12 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Master Custodian Agreement (Northern Lights Fund Trust Iii), Master Custodian Agreement (Northern Lights Fund Trust Iii)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 19.10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (cd) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information Confidential Information of the Fund (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundFund to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator Custodian and/or its Affiliates or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with the Trust/Fund. , (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Custodian publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement.
(c) The Administrator agrees Fund acknowledges that Sub-Administrator and /or its Affiliates the Custodian may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 19.10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 19.10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Custodian Agreement (Silver Spike Investment Corp.), Custodian Agreement (Silver Spike Investment Corp.)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 20.12 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or a Fund and share such information with its Affiliates, agents and service providers who have a need to know such information in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Fund otherwise consents, Data is combined combined, or aggregated with information relating to (i) other customers of the Sub-Administrator Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund, and in the case of (i) or (ii) such Data shall not be presented in a format which permits such Data to be reverse engineered to identify a Fund. The Administrator Fund agrees that Sub-Administrator and /or Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorCustodian’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 20.12 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Master Custodian Agreement (Franklin Templeton ETF Trust), Master Custodian Agreement (Franklin Templeton ETF Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Trust otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Trust agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.. Information Classification: Limited Access
Appears in 2 contracts
Samples: Administration Agreement (Syntax Etf Trust), Administration Agreement (Syntax Etf Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (cd) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information Confidential Information of the Administrator (“Data”) (excluding, for the avoidance of doubt, any Personal Information) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundAdministrator to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator and/or its Affiliates or and/or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with the Administrator and/or the Trust/Fund. The Administrator agrees that , (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Sub-Administrator publishes or otherwise distributes to third parties only the Indicators and /or under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement. For the avoidance of doubt, under no circumstances may the Sub-Administrator (i) allow representatives of its, or any of its Affiliate’s, asset management division to use or have access to the Confidential Information, including Data; or (ii) use, or allow any of its Affiliates to use, Data for trading or investment purposes.
(c) The Administrator acknowledged that the Sub-Administrator may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Sub Administration Agreement (AB CarVal Credit Opportunities Fund), Sub Administration Agreement (AB CarVal Opportunistic Credit Fund)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 25.1 includes each of its parent company, braches branches and affiliates (“"Affiliates”")) may collect StateR:\DOMESTIC\CLIENTS\USAA\Custody\ETFStreet: Limited- A &AccessR Custody Agreement\USAA Custodian Agreement with ETF Trust v6.doc and store information regarding the Administrator or the Trust or a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“"Data”") obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent that does not include attribution to or identification of such Data with the Trust/FundFund or any Portfolio. The Administrator Fund agrees that Sub-Administrator and /or Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s Custodian's compensation for services under this Agreement or such other agreement, and the Sub-Administrator Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 25.1 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 25.1 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Custodian Agreement (USAA ETF Trust), Custodian Agreement (USAA ETF Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 9A includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or an Investment Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Investment Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, (i) unless the Administrator Trust otherwise consents, Data is combined or aggregated with information relating to (ia) other customers of the Sub-Administrator and/or its Affiliates or (iib) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent that prevents attribution to or identification of such Data with the Trust/FundInvestment Fund and (ii) the Administrator shall provide the Trust with a written summary of any products or services that the Administrator and/or its Affiliates publish, sell, distribute or otherwise commercialize that uses the Data, and the Custodian and its Affiliates agree to promptly (and in any event within thirty (30) calendar days from the date of such request) cease using or including any such Data in any products or services they publish, sell, distribute or otherwise commercialize upon the written request of the Trust (provided that the parties acknowledge and agree that any historical versions of the product or service will not be required to be, and will not be, restated to reflect the removal of the Data as an input thereto). The Administrator Trust agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Investment Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 9A shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 9A to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.”
5. Section 12 of the Agreement is hereby deleted in its entirety and replaced with the following:
Appears in 2 contracts
Samples: Master Administration Agreement (Brighthouse Funds Trust I), Master Administration Agreement (Metropolitan Series Fund)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Fund agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Master Administration and Accounting Agreement (NorthStar Corporate Income Master Fund), Master Administration and Accounting Agreement (NorthStar Corporate Income Fund)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 20.12 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service managementmanagement purposes of the Custodian and its Affiliates.
(b) Subject to paragraph (cd) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information Confidential Information of the Fund (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its AffiliatesAgreement, including Data regarding transactions and portfolio holdings relating to the Trust/FundFund to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator Custodian and/or its Affiliates or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with the Trust/Fund. , (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Custodian publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement.
(c) The Administrator agrees Fund acknowledges that Sub-Administrator and /or its Affiliates the Custodian may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 20.12 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 2 contracts
Samples: Master Custodian Agreement (Harbor Funds II), Master Custodian Agreement (Harbor ETF Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (cd) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundFund or the Administrator to develop, and publish, sell, distribute publish or otherwise distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the flow of investment funds into various markets, sectors or investment instruments or commercialize the Data; provided thatData (collectively, unless the Administrator otherwise consents, “Indicators”). The initial use of Data is combined or aggregated with information relating to (i) other customers of by the Sub-Administrator and/or its Affiliates is publication of research that quantifies the flow of investment funds into various markets or investments. Before using Data in any other services or reports, the Sub-Administrator will notify the Administrator of such proposed service or report and provide the Administrator thirty (ii30) information derived from days in which to evaluate the proposed use of Data. Such other sources, in each case such that services may not require the aggregation of data but any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Administrator or the Fund. The If within such thirty (30) day period the Administrator agrees that notifies Sub-Administrator that it objects to the use of Data in such product or service, this consent will not apply to use of Data in such product or service unless and /or its Affiliates until the Administrator otherwise advises the Sub-Administrator.
(c) The Administrator acknowledged that the Sub-Administrator may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Sub Administration Agreement (Varagon Capital Corp.)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 9(ii) includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator or the Fund and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundFund or the Administrator, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Administrator or the Fund. The Administrator agrees and the Fund agree that Sub-the Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 9 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 section 9 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Administration Agreement (Litman Gregory Funds Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service managementmanagement subject to Section 9 hereof.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Trust otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Trust agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data any information or data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Administration Agreement (VanEck Vectors ETF Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset managementmanagement or otherwise responsible for, advising, trading and/or making investment decisions on behalf of client or proprietary accounts) may use any data or other information (excluding, for the avoidance of doubt, any Personal Information) (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Trust otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. For avoidance of doubt, under no circumstances may Data be used by the Administrator, its Affiliates or their clients for trading or investment purposes. The Administrator Trust agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Administration and Accounting Agreement (OFI Carlyle Private Credit Fund)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Service Provider (which term for purposes of this Section 10 includes each of its parent company, braches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and the Sub-Administrator Service Provider or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Service Provider and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator Service Provider or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Service Provider and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator agrees that Sub-Administrator and /or Service Provider and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorService Provider’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Service Provider and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Service Provider and its Affiliates under this Agreement and applicable law. The Sub-Administrator Service Provider shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Form N Port and Form N Cen Services Agreement (Weitz Funds)
Use of Data. (a) a. In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund Company and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) b. Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundCompany, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/FundCompany. The Administrator agrees that Sub-Administrator and /or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Company. Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Sub Administration Agreement (Corporate Capital Trust II)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator State Street (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or any Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and the Sub-Administrator State Street or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator State Street and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator or a Fund, on the one hand, and the Sub-Administrator State Street or one of its Affiliates, on the other hand, including Data regarding transactions and portfolio holdings relating to the Trust/a Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator or the Funds otherwise consentsconsent, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator State Street and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/FundFunds. The Administrator agrees that Sub-Administrator and /or State Street and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorState Street’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator State Street and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActFunds.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator State Street and its Affiliates under this Agreement and applicable law. The Sub-Administrator State Street shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Services Agreement (New Mountain Guardian IV BDC, L.L.C.)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust Company or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Company and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (cd) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information Confidential Information of the Customer (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Company and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundCompany to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator and/or its Affiliates or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with the Trust/Fund. Company, (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Administrator publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement.
(c) The Company acknowledges that the Administrator agrees that Sub-Administrator and /or its Affiliates may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 18.12 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trustee and the Sub-Administrator Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.. Information Classification: Limited Access
(b) Subject to paragraph (c) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trustee and the Sub-Administrator Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Trustee otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Trustee agrees that Sub-Administrator and /or Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorCustodian’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 18.12 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 18.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Custodian Agreement (SPDR Dow Jones Industrial Average Etf Trust)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the each Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator such Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (cd) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset managementmanagement or otherwise responsible for, advising, trading and/or making investment decisions on behalf of client or proprietary accounts) may use any data or other confidential information (excluding, for the avoidance of doubt, any Personal Information) (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator each Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Funda Trust to develop, and publish, sell, distribute commercialize or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator and/or its Affiliates or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with a Trust, (ii) the Trust/FundData represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Administrator publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement. The Administrator agrees that Sub-Administrator and /or For avoidance of doubt, under no circumstances may Data be used by the Administrator, its Affiliates or their clients for trading or investment purposes.
(c) The Trust acknowledged that the Administrator may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, Indicators and that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Actservices.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Administration Agreement (Calamos-Avenue Opportunities Fund)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may may, subject to the limitations with respect to any Personal Information as described in Section 20 below, collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (cd) below, the Sub-Administrator and/or its Affiliates below (except those Affiliates or business divisions principally engaged in the business of asset management) ), the Administrator and/or its Affiliates may use any data or other information Confidential Information of the Trust (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundTrust to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator and/or its Affiliates or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with the Trust/Fund. Trust (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Administrator publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement.
(c) The Trust acknowledges that the Administrator agrees that Sub-Administrator and /or its Affiliates may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActIndicators.
(cd) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Administration Agreement (Apollo S3 Private Markets Fund)
Use of Data. (a) 24.2.1 In connection with the provision of the services hereunder and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 24 includes each of its parent company, braches branches and affiliates Affiliates) may, subject to the limitations with respect to any Personal Information (“Affiliates”)defined below) may as described in Section 24.3 below, collect and store information regarding the Administrator or the Trust or Fund Client and its investors and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i1) to carry out the provision of the services contemplated under this Agreement and other agreements between the Administrator (2) in connection with its own management and the Subcontrol functions, including client on-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited toboarding, financial and operational management oversight and reporting, risk management, legal and regulatory compliance and client service business continuity management, all in accordance with applicable law.
(b) 24.2.2 Subject to paragraph (c) Section 24.2.3 below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) ), excluding Personal Information and any information derived from Personal Information, obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its AffiliatesAgreement, including Data regarding transactions and portfolio holdings relating to the Trust/FundClient, and publish, sell, distribute or otherwise commercialize products and services that use or otherwise incorporate the Data; provided that, (i) the Custodian and its Affiliates shall not publish, sell or distribute the Data under any circumstances, (ii) unless the Administrator Client otherwise consents, Data is combined or aggregated with information relating to (ia) other customers of the Sub-Administrator Custodian and/or its Affiliates or (iib) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent that prevents attribution to or identification of such Data with the Trust/FundClient or the Client’s investors and (iii) the Custodian and its Affiliates shall not commercialize any product or service that uses or otherwise incorporates the Data unless it provides the Client with a written summary of any product or service that the Custodian or its Affiliates seek to commercialize and thirty (30) calendar days to evaluate the proposed use of the Data, and if within such thirty (30) day period the Client notifies the Custodian in writing that it objects to the use of such Data in any particular product or service, the consent set forth in this paragraph (b) will not apply to the use of Data in that particular product or service unless and until the Client otherwise advises the Custodian in writing to the contrary. The Administrator Client agrees that Sub-Administrator and /or Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorCustodian’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActClient.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust Corporation or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Corporation and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Corporation and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the TrustCorporation/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Corporation otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the TrustCorporation/Fund. The Administrator Corporation agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the TrustCorporation/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Bank (which term for purposes of this Section 10 17.2 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Bank or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Bank and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Bank or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Bank and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Fund agrees that Sub-Administrator and /or the Bank and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorBank’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Bank and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 17.2 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Bank and its Affiliates under this Agreement and applicable law. The Sub-Administrator Bank shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 17.2 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Custodian Agreement (Mercer Funds)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Bank (which term for purposes of this Section 10 9A includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Bank or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Bank and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Bank or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Bank and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Fund agrees that Sub-Administrator and /or Bank and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorBank’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Bank and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 9A shall limit the confidentiality and data-protection obligations of the Sub-Administrator Bank and its Affiliates under this Agreement and applicable law. The Sub-Administrator Bank shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 9A to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.”
(c) Section 13 of the Agreement (Term and Termination) is hereby deleted in its entirety and replaced with the following:
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Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund a Company and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Company and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator a Company and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Funda Company, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator such Company otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/FundCompany. The Administrator Each Company agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 ActCompany.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Master Administration Agreement (Source Capital Inc /De/)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this AgreementContract, the Sub-Administrator Custodian (which term for purposes of this Section 10 25 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund Customer and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement Contract and other agreements between the Administrator Customer and the Sub-Administrator Customer or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) . The Custodian and its Affiliates may store confidential information with third-party providers of information technology services, and permit access to confidential information by such providers as reasonably necessary for the receipt of cloud computing and storage services and related hardware and software maintenance and support. Subject to paragraph (c) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information Confidential Information of the Customer (“Data”) obtained by such entities in the performance of their services under this Agreement Contract or any other agreement between the Administrator Customer and the Sub-Administrator Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/FundCustomer to develop, and publish, sell, distribute publish or otherwise commercialize distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the Data; provided thatflow of investment funds into various markets, unless sectors or investment instruments (collectively, the Administrator otherwise consents“Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to (i) of other customers of the Sub-Administrator and/or its Affiliates or (iiB) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent the Indicators do not allow for attribution to or identification of such Data with the Trust/FundCustomer, (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Custodian publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Contract. The Administrator agrees Customer acknowledged that Sub-Administrator and /or its Affiliates the Custodian may seek to profit and realize economic benefit from the commercialization and use publication or distribution of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Indicators. Except as expressly contemplated by this AgreementContract, nothing in this Section 10 25 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement Contract and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 25 to comply at all times with confidentiality and data-protection obligations as if it were a party to this AgreementContract.
Appears in 1 contract
Samples: Custodian Contract (Goldman Sachs Private Credit Fund LLC)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Custodian (which term for purposes of this Section 10 20.12 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset managementmanagement or otherwise responsible for, advising, trading and/or making investment decisions on behalf of client or proprietary accounts) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. For avoidance of doubt, under no circumstances may Data be used by the Custodian, its Affiliates or their clients for trading or investment purposes. The Administrator Fund agrees that Sub-Administrator and /or Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorCustodian’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 20.12 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Custodian and its Affiliates under this Agreement and applicable law. The Sub-Administrator Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Appears in 1 contract
Samples: Master Custodian Agreement (OFI Carlyle Private Credit Fund)
Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator Bank (which term for purposes of this Section 10 10.2 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or a Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Fund and the Sub-Administrator Bank or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator Bank and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Fund and the Sub-Administrator Bank or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator Bank and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Fund agrees that Sub-Administrator and /or the Bank and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-AdministratorBank’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator Bank and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 10.2 shall limit the confidentiality and data-protection obligations of the Sub-Administrator Bank and its Affiliates under this Agreement and applicable law. The Sub-Administrator Bank shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 10.2 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.”
(d) Appendix A attached hereto shall replace in its entirety any prior Appendix A
(e) Appendix C attached hereto shall replace in its entirety any prior Appendix C.
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Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 24 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator Trust and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator Trust and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator Trust otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator Trust agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 24 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 24 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.”
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Use of Data. (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Sub-Administrator (which term for purposes of this Section 10 includes each of its parent company, braches branches and affiliates (“Affiliates”)) may collect and store information regarding the Administrator or the Administrator, a Trust or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Administrator and the Sub-Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Sub-Administrator and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Administrator and the Sub-Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Trust/Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Administrator otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Sub-Administrator and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Trust/Fund. The Administrator agrees that Sub-Administrator and /or and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Sub-Administrator’s compensation for services under this Agreement or such other agreement, and the Sub-Administrator and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Administrator or the Trust/Fund, except upon the reasonable request of the Administrator, acting on behalf of the Board of Trustees of each Trust, for purposes of Section 15(c) of the 1940 Act.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Sub-Administrator and its Affiliates under this Agreement and applicable law. The Sub-Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.. Information Classification: Limited Access
Appears in 1 contract
Samples: Sub Administration Agreement (Aberdeen Standard Investments ETFs)