Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged. B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to the Fund, the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls. C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇.
Appears in 1 contract
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund Trust without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 (TRADEMARK) System in the normal course of its business and which are applicable to functions and features offered by the FundTrust, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund Trust agrees to pay DST promptly for modifications and improvements that which are charged for separately at the rate provided for in DST’s 's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund Trust in using or employing the TA2000 (TRADEMARK) System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to unless the Fund, the Fund Trust is given thirty (30) days prior notice to allow the Fund Trust to change its procedures and DST provides the Fund Trust with revised operating procedures and controls.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 (TRADEMARK) System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇DST.
Appears in 1 contract
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 TA2000(TM) System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that which are charged for separately at the rate provided for in DST’s 's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right,, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 TA2000(TM) System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to the Fund, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controlscontrols at the time such notice is delivered to the Fund.
C. All enhancements, improvements, changes, modifications modificatdons or new features added to the TA2000 TA2000(TM) System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇DST.
Appears in 1 contract
Sources: Agency Agreement (Tip Funds)
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that which are charged for separately at the rate provided for in DST’s 's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to the Fund, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇DST.
Appears in 1 contract
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System Systems in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that which are charged for separately at the rate provided for in DST’s 's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System Systems or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to the Fund, the unless Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇.
Appears in 1 contract
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System Systems in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that which are charged for separately at the rate provided for in DST’s 's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System Systems or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to the Fund, the unless Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating operating; procedures and controls.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System Systems however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇DST.
Appears in 1 contract
Changes and Modifications. A. During the term of this Agreement DST SS&C will use on behalf of the Fund Financial Product without additional cost all modifications, enhancements, or changes which DST SS&C may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the FundFinancial Product, unless substantially all DST SS&C clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund Financial Product agrees to pay DST SS&C promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s SS&C's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST SS&C shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund Financial Product will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund Financial Product in using or employing the TA2000 System or DST SS&C Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to unless the Fund, the Fund Financial Product is given thirty (30) days prior notice to allow the Fund Financial Product to change its procedures and DST SS&C provides the Fund Financial Product with revised operating procedures and controls.
C. At the Financial Product’s expense, SS&C will use reasonable efforts to make any reasonable changes to the TA2000 System requested by the Financial Product (“Client Requested Software”). Charges attendant to the development of Client Requested Software shall be at SS&C's standard rates and fees in effect at the time. If the cost to SS&C of operating the TA2000 System is increased by the addition of Client Requested Software, SS&C shall be entitled to increase its fees by an amount to be mutually agreed upon. Significant new features or functions which are utilized by the Financial Product may be charged for on a pro rata basis, as provided in Section 24.A, above.
D. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for for, including, without limitation, Client Requested Software (collectively, “Deliverables”), shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇SS&C. The parties recognize that during the Term of this Agreement the Financial Product will disclose to SS&C, Confidential Information of the Financial Product and, from time to time, SS&C may partly rely on such Confidential Information of the Financial Product to design, structure or develop a Deliverable. Provided that, as developed, such Deliverable contains no Confidential Information of the Financial Product that identifies the Financial Product, (i) the Financial Product hereby consents to SS&C’s use of such Confidential Information to design, to structure or to determine the scope of such Deliverable or to incorporate into such Deliverable and that any such Deliverable, regardless of who paid for it, shall be, and shall remain, the sole and exclusive property of SS&C and (ii) the Financial Product hereby grants SS&C a perpetual, nonexclusive license to incorporate and retain in such Deliverables Confidential Information of the Financial Product. All Confidential Information of the Financial Product shall be and shall remain the property of the Financial Product and shall remain protected under Section 23(A).
Appears in 1 contract
Sources: Agency Agreement (Blue Owl Alternative Credit Fund)
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 TA2000TM System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that which are charged for separately at the rate provided for in DST’s 's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 TA2000TM System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to the Fund, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controlscontrols at the time such notice is delivered to the Fund.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 TA2000TM System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇DST.
Appears in 1 contract
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund Funds without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the FundFunds, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees Funds agree to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s 's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund Funds will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund Funds in using or employing the TA2000 System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to the Fund, the unless each Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the each Fund with revised operating procedures and controls.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇DST.
Appears in 1 contract
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund Financial Product without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the FundFinancial Product, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund Financial Product agrees to pay DST promptly for modifications and improvements that are charged for separately at the rate provided for in DST’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund Financial Product will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund Financial Product in using or employing the TA2000 System or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to unless the Fund, the Fund Financial Product is given thirty (30) days prior notice to allow the Fund Financial Product to change its procedures and DST provides the Fund Financial Product with revised operating procedures and controls.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇DST.
Appears in 1 contract
Sources: Agency Agreement (PIMCO Flexible Credit Income Fund)
Changes and Modifications. A. 14.1 During the term of this Agreement DST AMS will use on behalf of the Fund Funds, without additional cost cost, all modifications, enhancements, or changes which DST its affiliate DST. may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the FundFunds, unless substantially all clients of DST clients AMS are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Each Fund agrees to pay DST AMS promptly for modifications and improvements that to the TA2000 System which are charged for separately at the rate provided for in DST’s DST AMS’ standard pricing schedule to the extent that the standard pricing schedule addresses costs not controlled by DST AMS, which shall be identical for those DST AMS clients which have substantially all clientssimilar service and billing arrangements to the Fund, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. . All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST. DST AMS shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund Funds in using or employing the TA2000 System or DST Facilities AMS’ facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to unless the Fund, the Fund Trust is given thirty (30) days prior notice to allow the Fund Funds to change its their procedures and unless DST AMS provides the Fund Funds with revised operating procedures and controls.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Six Circles Trust)
Changes and Modifications. A. During the term of this Agreement DST will use on behalf of the Fund without additional cost all modifications, enhancements, or changes which DST may make to the TA2000 System Systems in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all DST clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay DST promptly for modifications and improvements that which are charged for separately at the rate provided for in DST’s 's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.
B. DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System Systems or DST Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless, solely with respect to changes that are not materially adverse to the Fund, the unless Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and DST provides the Fund with revised operating procedures and controls.
C. All enhancements, improvements, changes, modifications or new features added to the TA2000 System Systems however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, ▇▇▇DST.
Appears in 1 contract