Centralized Functions. 30.1 The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third party service providers who do not provide investment management services to registered investment companies and that are subject to confidentiality obligations comparable to those provided herein (“third party service providers”). Solely in connection with the Centralized Functions: (i) the Fund consents to the disclosure of and authorizes BNYM to disclose only such information regarding the Fund as is required to perform the Centralized Functions to the BNY Mellon Group (excluding without limitation its investment management affiliates and subsidiaries that provide services to open-end mutual funds) and to its affiliate, subsidiaries and third party service providers, provided that no customer specific information or information that may identify the Funds, their managers or their distribution partners, may be disclosed to such third party service providers, and (ii) if required to perform the Centralized Functions, BNYM may store the names and business addresses of the Fund’s employees on the systems or in the records of the BNY Mellon Group (excluding systems and records of its investment management affiliates and subsidiaries that provide services to open-end mutual funds) or its affiliates and subsidiaries. BNY Mellon Group will not provide any access to any Fund information, or any analyses derived from or based on such information, whether or not a Fund or its investors can be identified therefrom, to its investment management affiliates and subsidiaries that provide services to open end mutual funds. Any information provided to Transfer Agent under this Agreement and/or during the course of providing services under this Agreement (1) shall not be misused by the BNY Mellon Group, which for the avoidance of doubt, shall include any use other than those contemplated by this Agreement and (2) shall be subject to Articles 13 and 17 hereof. The use of Centralized Functions shall not relieve the Transfer Agent of any liability or obligations it may have under this Agreement.
Appears in 10 contracts
Sources: Transfer Agency and Services Agreement (Legg Mason Partners Variable Income Trust), Transfer Agency and Services Agreement (Legg Mason Partners Premium Money Market Trust), Transfer Agency and Services Agreement (Legg Mason Global Asset Management Trust)
Centralized Functions. 30.1 The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third party service providers who do not provide investment management services to registered investment companies and that are subject to confidentiality obligations comparable to those provided herein (“third party service providers”). Solely in connection with the Centralized Functions: (i) the Fund consents to the disclosure of and authorizes BNYM to disclose only such information regarding the Fund as is required to perform the Centralized Functions to the BNY Mellon Group (excluding without limitation its investment management affiliates and subsidiaries that provide services to open-end mutual funds) and to its affiliate, subsidiaries and third party service providers, provided that no customer specific information or information that may identify the Funds, their managers or their distribution partners, may be disclosed to such third party service providers, and (ii) if required to perform the Centralized Functions, BNYM may store the names and business addresses of the Fund’s employees on the systems or in the records of the BNY Mellon Group (excluding systems and records of its investment management affiliates and subsidiaries that provide services to open-end mutual funds) or its affiliates and subsidiaries. BNY Mellon Group will not provide any access to any Fund information, or any analyses derived from or based on such information, whether or not a Fund or its investors can be identified therefrom, to its investment management affiliates and subsidiaries that provide services to open end mutual funds. Any information provided to Transfer Agent under this Agreement and/or during the course of providing services under this Agreement (1) shall not no : be misused by the BNY Mellon Group, which for the avoidance of doubt, shall include any use other than those contemplated by this Agreement and (2) shall be subject to Articles 13 and 17 hereof. The use of Centralized Functions shall not relieve the Transfer Agent of any liability or obligations it may have under this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Services Agreement (Legg Mason Partners Variable Equity Trust)
Centralized Functions. 30.1 The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “”BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, product communicationoperations, technology services, product, client and client-customer communications, relationship management, storagestorage and record retention, compilation and analysis of customer-related data, and other functions (the “”Centralized Functions”) in one or more affiliatesAffiliates and subsidiaries of the BNY Mellon Group, subsidiaries joint ventures and third third-party service providers (the ”Centralized Providers”). Notwithstanding any other provision of the Agreement, solely in connection with the Centralized Functions and only in compliance with all applicable laws, including data protection laws, the Fund consents to (i) the foregoing centralization of functions, the receipt of services hereunder through the Centralized Functions, BNYM’s disclosure of Fund information, including Fund Confidential Information, to the Centralized Providers who do not provide investment management services to registered investment companies and that are subject to confidentiality obligations comparable substantially similar to those provided herein (“third party service providers”). Solely the confidentiality obligations elaborated in this Agreement with respect to such information, and, BNYM’s use of such information in connection with the Centralized Functions: (i) the Fund consents to the disclosure of and authorizes BNYM to disclose only such information regarding the Fund as is required to perform the Centralized Functions to the BNY Mellon Group (excluding without limitation its investment management affiliates and subsidiaries that provide services to open-end mutual funds) and to its affiliate, subsidiaries and third party service providers, provided that no customer specific information or information that may identify the Funds, their managers or their distribution partners, may be disclosed to such third party service providers, and (ii) if required to perform the Centralized Functions, BNYM may store the BNYM’s storage of names and business addresses of Fund employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, and only in compliance with all applicable laws, including data protection laws, BNYM may aggregate and use Fund’s employees Confidential Information on the systems or in the records of an anonymized basis with other similar client data to analyze and improve product and service performance, for internal research and development activities, and for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes; provided that the BNY Mellon Group (excluding systems and records of its investment management affiliates and subsidiaries shall not distribute the aggregated data in a format that provide services to open-end mutual funds) identifies or its affiliates and subsidiaries. BNY Mellon Group will not provide any access to any links Fund informationConfidential Information with the Fund, or which in any analyses derived from or based on manner could be reverse engineered to identify the Fund, and BNYM being liable for any direct damages associated with any such information, whether or not a identification of Fund or its investors can be identified therefrom, to its investment management affiliates and subsidiaries that provide services to open end mutual fundsConfidential Information. Any information provided to Transfer Agent under this Agreement and/or during the course of providing services under this Agreement (1) shall not be misused by the BNY Mellon Group, which for For the avoidance of doubt, for purposes of this Section 19(r), Fund Confidential Information shall not include any use other than those contemplated by this Agreement Personal Information of any of the Fund’s current and former shareholders (2) shall be subject to Articles 13 and 17 hereofunless such shareholder is an employee of the Administrator or Fund). The use of Centralized Functions BNY Mellon Group shall not relieve the Transfer Agent of any liability or obligations it may have under this Agreementpossess all ownership rights with respect to such aggregated anonymized data.
Appears in 1 contract
Sources: Transfer Agency and Shareholder Services Agreement (KKR US Direct Lending Fund-U)