Common use of Fund Data Clause in Contracts

Fund Data. 8.1. The Fund (i) will provide or ensure that other Persons provide all Fund Data to SS&C in an electronic format that is acceptable to SS&C (or as otherwise agreed in writing) and (ii) confirm that each has the right to so share such Fund Data. As between SS&C and the Fund, all Fund Data shall remain the property of the applicable Fund. Fund Data shall not be used or disclosed by SS&C other than in connection with providing the Services and as permitted under Section 11. SS&C shall be permitted to act upon instructions from an authorized officer of the Fund with respect to the disclosure or disposition of Fund Data, but may refuse to act upon such instructions where it doubts, in good faith, the authenticity or authority of such instructions. 8.2. SS&C shall maintain and store material Fund Data used in the official books and records of the Fund for a rolling period of 7 years starting from the Effective Date, or such longer period as required by applicable Law or its internal policies or until such earlier time as it returns such records to the Fund or the Fund’s designee. 8.3. SS&C will: (a) (a) Implement, maintain, and follow reasonable technical, administrative and physical safeguards to protect Fund Data from accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access, which safeguards shall include: (i) encryption during the transmission of Fund Data, (ii) installation and maintenance of firewalls configured to protect Fund Data, (iii) use of automatically updating anti-virus software on devices used in providing the Services, (iv) an intrusion and vulnerability management program, (iv) tracking and monitoring access to network resources and Confidential Information, (vii) control access to physical hardware that contains Confidential Information, (viii) distributed denial of service mitigation services, (ix) a reasonable program for secure disposal of documents and media containing Fund Personal Information and Confidential Information, and (x) procedures for the maintenance of Fund Data; (b) monitor, evaluate, and in its commercially reasonable and professional discretion, adjust its systems and procedures in response to relevant changes in applicable Law, technology, changes in the sensitivity of the Fund Data and internal and external threats to information security; provided that SS&C shall not make any change, that alone or in the aggregate, materially and adversely affects the security of any Fund Data; and

Fund Data. 8.1. The Fund (i) will provide or ensure that other Persons provide all Fund Data to SS&C in an electronic format that is acceptable to SS&C (or as otherwise agreed in writing) and (ii) confirm that each has the right to so share such Fund Data. As between SS&C and the Fund, all Fund Data shall remain the property of the applicable Fund. Fund Data shall not be used or disclosed by SS&C other than in connection with providing the Services and as permitted under Section 11. SS&C shall be permitted to act upon instructions from an authorized officer of the Fund with respect to the disclosure or disposition of Fund Data, but may refuse to act upon such instructions where it doubts, in good faith, the authenticity or authority of such instructions. 8.2. SS&C shall maintain and store material Fund Data used in the official books and records of the Fund for a rolling period of 7 years starting from the Effective Date, or such longer period as required by applicable Law or its internal policies or until such earlier time as it returns such records to the Fund or the Fund’s designee. 8.3. SS&C will: (a) (a) Implement, maintain, and follow reasonable technical, administrative and physical safeguards to protect Fund Data from accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access, which safeguards shall include: (i) encryption during the transmission of Fund Data, (ii) installation and maintenance of firewalls configured to protect Fund Data, (iii) use of automatically updating anti-virus software on devices used in providing the Services, (iv) an intrusion and vulnerability management program, (iv) tracking and monitoring access to network resources and Confidential Information, (vii) control access to physical hardware that contains Confidential Information, (viii) distributed denial of service mitigation services, (ix) a reasonable program for secure disposal of documents and media containing Fund Personal Information and Confidential Information, and (x) procedures for the maintenance of Fund Data; (b) monitor, evaluate, and in its commercially reasonable and professional discretion, adjust its systems and procedures in response to relevant changes in applicable Law, technology, changes in the sensitivity of the Fund Data and internal and external threats to information security; provided that SS&C shall not make any change, that alone or in the aggregate, materially and adversely affects the security of any Fund Data; and