Common use of License of Data; Warranty; Termination of Rights Clause in Contracts

License of Data; Warranty; Termination of Rights. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to the Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. The Data is being licensed, not sold, to the Administrator. The Administrator acknowledges and agrees that certain Data Providers may also require the Administrator to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. B. The Administrator agrees to indemnify and hold harmless the Data Providers and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Administrator’s use of, or inability to use, the Data or any breach by the Administrator of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 6 of this Agreement. C. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this Agreement. The Administrator agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Administrator’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the Administrator’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Administrator), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Administrator’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator further agrees that Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Sub Administration Servicing Agreement (Destiny Tech100 Inc.)

License of Data; Warranty; Termination of Rights. A. USBGFS Fund Services has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS Fund Services to the each Fund. These Data Providers have required USBGFS Fund Services to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. C. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Trust acknowledges and agrees that certain Data Providers may also require the Administrator Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit C shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 6 of this Agreement. B. The Administrator Trust agrees to indemnify and hold harmless the Data Providers Fund Services, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorTrust’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS Fund Services as set forth in Section 6 of this Agreement. C. USBGFS Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorTrust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Trust further agrees that Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Sub Administration Servicing Agreement (ETF Opportunities Trust)

License of Data; Warranty; Termination of Rights. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to the FundAdministrator. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. C. The Data is being licensed, not sold, to the AdministratorAdministrator or Trust. The Administrator acknowledges and agrees that certain Data Providers may also require the Administrator or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 6 of this Agreement. B. The Administrator agrees to indemnify and hold harmless the Data Providers USBGFS and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their its respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Administrator’s use misuse of, or inability to use, the Data or any breach by the Administrator of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 6 of this Agreement. C. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Compliance Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Administrator’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the Administrator’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the Administrator), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Administrator’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator further agrees that Bloomberg ▇▇▇▇▇▇▇▇▇ shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Sub Administration Servicing Agreement (Aristotle Funds Series Trust)

License of Data; Warranty; Termination of Rights. A. USBGFS USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS USBFS to the each Fund. These Data Providers have required USBGFS USBFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. B. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Company acknowledges and agrees that certain Data Providers may also require the Administrator Company or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit B shall not have any effect upon the standard of care and liability USBFS has set forth in Section 6 of this Agreement. B. The Administrator Each Fund, as applicable, agrees to indemnify and hold harmless the Data Providers USBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and to the extent caused by the Company’s or any manner out of the Administratorthird party’s use of, or inability to use, the Data or any material breach by the Administrator Company of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS USBFS as set forth in Section 6 7 of this Agreement. C. USBGFS USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Each Fund, as applicable, agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorCompany’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the Administratora Company’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorCompany), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorCompany’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Each Company, as applicable, further agrees that Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • The Company shall use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party, except as may otherwise be expressly agreed to by the Data Provider • The Company will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting any securities or financial instruments or products, including, but not limited to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private-placement basis or otherwise or to create any indices (custom or otherwise). • The Company will treat the Data as proprietary to the Data Provider. Further, the Company shall acknowledge that the Data Provider are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • The Company will not (i) copy any component of the Data, (ii) alter, modify or adapt any component of the Data, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works, or (iii) make any component of the Data available to any other person or organization (including, without limitation, the Company’s present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • The Company shall reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • The Company shall assume the entire risk of using the Data and shall agree to hold the Data Provider harmless from any claims that may arise in connection with any use of the Data by the Company. • The Company acknowledges that the Data Provider may, in its sole and absolute discretion and at any time, terminate USBFS’ right to receive and/or use the Data. • The Company acknowledges that the Data Provider are third party beneficiaries of the Customer Agreement between the Data Provider and USBFS, entitled to enforce all provisions of such agreement relating to the Data. THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. USBFS, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). USBFS, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL USBFS, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF USBFS, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. I. Services and Duties of USBFS A. Portfolio Accounting Services: (1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Company’s or Fund’s investment adviser. (2) For each valuation date, obtain prices from a pricing source approved by the board of trustees of the Company (the “Board of Trustees”) and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities. (3) Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period. (4) Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date. (5) On a daily basis, reconcile portfolio holdings and cash of the Company and each Fund with the Company’s and Fund’s custodian and sub-custodian (if applicable) and or/ prime brokerage account(s). (6) Transmit a copy of the portfolio valuation to the Company’s or Fund’s investment adviser daily. (7) Review the impact of current day’s activity on a per share basis, and review changes in market value. B. Expense Accrual and Payment Services: (1) For each valuation date, monitor the expense accrual amounts as directed by the Company as to methodology, rate or dollar amount. (2) Process and record payments for Fund expenses. (3) Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Company. (4) Provide expense accrual and payment reporting. C. Fund Valuation and Financial Reporting Services: (1) Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Company’s transfer agent on a timely basis. (2) Apply equalization accounting as directed by the Fund. (3) Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date. (4) Maintain a general ledger and other accounts, books, and financial records for the Fund. (5) Determine the net asset value of the Company and Fund according to the accounting policies and procedures set forth in the Company’s and Fund's current prospectus. (6) Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund. (7) Communicate to the Company, at an agreed upon time, the per share net asset value for each valuation date. (8) Prepare monthly reconciliations of sub-ledger reports to month-end ledger balances.

Appears in 1 contract

Sources: Master Servicing Agreement (Angel Oak Funds Trust)

License of Data; Warranty; Termination of Rights. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to the Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. B. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Fund acknowledges and agrees that certain Data Providers may also require the Administrator Fund to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. B. The Administrator Fund agrees to indemnify and hold harmless the Data Providers USBGFS and any other third party its information providers, involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorFund’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Fund of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 6 of this Agreement. C. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorFund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorFund’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorFund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorFund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Fund further agrees that Bloomberg shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (KKR Credit Opportunities Portfolio)

License of Data; Warranty; Termination of Rights. A. USBGFS USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS USBFS to the each Fund. These Data Providers have required USBGFS USBFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. B. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Trust acknowledges and agrees that certain Data Providers may also require the Administrator Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit B shall not have any effect upon the standard of care and liability USBFS has set forth in Section 6 of this Agreement. B. The Administrator Fund agrees to indemnify and hold harmless the Data Providers USBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costsexpenses, as incurred, arising in and any manner out of the AdministratorFund’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS USBFS as set forth in Section 6 of this Agreement. C. USBGFS USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorTrust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Trust further agrees that Bloomberg ▇▇▇▇▇▇▇▇▇ shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Agreement (Stone Ridge Trust VIII)

License of Data; Warranty; Termination of Rights. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to the Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. B. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Fund acknowledges and agrees that certain Data Providers may also require the Administrator Fund to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. B. The Administrator Fund agrees to indemnify and hold harmless the Data Providers USBGFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorFund’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 6 of this Agreement. C. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorFund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorFund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorFund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorFund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Fund further agrees that Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Zell Capital)

License of Data; Warranty; Termination of Rights. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to the Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. B. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Fund acknowledges and agrees that certain Data Providers may also require the Administrator Fund to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. B. The Administrator Fund agrees to indemnify and hold harmless the Data Providers USBGFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorFund’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 6 of this Agreement. C. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorFund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorFund’s request, a mutually agreed upon third-third- party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorFund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorFund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Fund further agrees that Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Finite Solar Finance Fund)

License of Data; Warranty; Termination of Rights. A. USBGFS ▇. ▇▇▇▇ Services has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS Fund Services to the each Fund. These Data Providers have required USBGFS Fund Services to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. C. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Trust acknowledges and agrees that certain Data Providers may also require the Administrator Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit C shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 6 of this Agreement. B. The Administrator Trust agrees to indemnify and hold harmless the Data Providers Fund Services, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorTrust’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS Fund Services as set forth in Section 6 of this Agreement. C. USBGFS ▇. ▇▇▇▇ Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorTrust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Administrator’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator further agrees that Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).,

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Hotchkis & Wiley Funds /De/)

License of Data; Warranty; Termination of Rights. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to the each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. B. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Adviser acknowledges and agrees that certain Data Providers may also require the Administrator Adviser or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit B shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 6 of this Agreement. B. The Administrator Adviser agrees to indemnify and hold harmless the Data Providers USBGFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorAdviser’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Adviser of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 6 of this Agreement. C. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Adviser agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorAdviser’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorAdviser’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorAdviser), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorAdviser’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Adviser further agrees that Bloomberg shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Sub Administration Servicing Agreement (Sprott Funds Trust)

License of Data; Warranty; Termination of Rights. A. USBGFS USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS USBFS to the each Fund. These Data Providers have required USBGFS USBFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. B. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Company acknowledges and agrees that certain Data Providers may also require the Administrator Company or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit B shall not have any effect upon the standard of care and liability USBFS has set forth in Section 6 of this Agreement. B. The Administrator Each Fund, as applicable, agrees to indemnify and hold harmless the Data Providers USBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and to the extent caused by the Company’s or any manner out of the Administratorthird party’s use of, or inability to use, the Data or any material breach by the Administrator Company of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS USBFS as set forth in Section 6 7 of this Agreement. C. USBGFS USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Each Fund, as applicable, agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorCompany’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the Administratora Company’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorCompany), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorCompany’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Each Company, as applicable, further agrees that Bloomberg ▇▇▇▇▇▇▇▇▇ shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • The Company shall use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party, except as may otherwise be expressly agreed to by the Data Provider • The Company will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting any securities or financial instruments or products, including, but not limited to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private-placement basis or otherwise or to create any indices (custom or otherwise). • The Company will treat the Data as proprietary to the Data Provider. Further, the Company shall acknowledge that the Data Provider are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • The Company will not (i) copy any component of the Data, (ii) alter, modify or adapt any component of the Data, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works, or (iii) make any component of the Data available to any other person or organization (including, without limitation, the Company’s present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • The Company shall reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • The Company shall assume the entire risk of using the Data and shall agree to hold the Data Provider harmless from any claims that may arise in connection with any use of the Data by the Company. • The Company acknowledges that the Data Provider may, in its sole and absolute discretion and at any time, terminate USBFS’ right to receive and/or use the Data. • The Company acknowledges that the Data Provider are third party beneficiaries of the Customer Agreement between the Data Provider and USBFS, entitled to enforce all provisions of such agreement relating to the Data. THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. USBFS, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF). USBFS, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL USBFS, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF USBFS, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. I. Services and Duties of USBFS A. Portfolio Accounting Services: (1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Company’s or Fund’s investment adviser. (2) For each valuation date, obtain prices from a pricing source approved by the board of trustees of the Company (the “Board of Trustees”) and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities. (3) Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period. (4) Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date. (5) On a daily basis, reconcile portfolio holdings and cash of the Company and each Fund with the Company’s and Fund’s custodian and sub-custodian (if applicable) and or/ prime brokerage account(s). (6) Transmit a copy of the portfolio valuation to the Company’s or Fund’s investment adviser daily. (7) Review the impact of current day’s activity on a per share basis, and review changes in market value. B. Expense Accrual and Payment Services: (1) For each valuation date, monitor the expense accrual amounts as directed by the Company as to methodology, rate or dollar amount. (2) Process and record payments for Fund expenses. (3) Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Company. (4) Provide expense accrual and payment reporting. C. Fund Valuation and Financial Reporting Services: (1) Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Company’s transfer agent on a timely basis. (2) Apply equalization accounting as directed by the Fund. (3) Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date. (4) Maintain a general ▇▇▇▇▇▇ and other accounts, books, and financial records for the Fund. (5) Determine the net asset value of the Company and Fund according to the accounting policies and procedures set forth in the Company’s and Fund's current prospectus. (6) Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund. (7) Communicate to the Company, at an agreed upon time, the per share net asset value for each valuation date. (8) Prepare monthly reconciliations of sub-ledger reports to month-end ledger balances.

Appears in 1 contract

Sources: Master Servicing Agreement (Angel Oak Funds Trust)

License of Data; Warranty; Termination of Rights. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to the each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. C. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Trust acknowledges and agrees that certain Data Providers may also require the Administrator Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 6 of this Agreement. B. The Administrator Trust agrees to indemnify and hold harmless the USBGFS, its Data Providers Providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorTrust’s or any third party acting as an agent of the Trust’s use of, or inability to use, the Data or any breach by the Administrator Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 6 of this Agreement. C. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the SEC reporting requirements under the Rulerequirements, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorTrust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Trust further agrees that Bloomberg B▇▇▇▇▇▇▇▇ shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Themes ETF Trust)

License of Data; Warranty; Termination of Rights. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to the each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. C. The Data is being licensed, not sold, to the AdministratorFund. The Administrator Trust acknowledges and agrees that certain Data Providers may also require the Administrator Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 6 of this Agreement. B. The Administrator Trust agrees to indemnify and hold harmless the Data Providers USBGFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the AdministratorTrust’s or any third party’s use of, or inability to use, the Data or any breach by the Administrator Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBGFS as set forth in Section 6 of this Agreement. C. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in this the Agreement. The Administrator Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the AdministratorTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the AdministratorTrust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the AdministratorTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the AdministratorTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Administrator Trust further agrees that Bloomberg ▇▇▇▇▇▇▇▇▇ shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential.

Appears in 1 contract

Sources: Partial Fund Administration Servicing Agreement (Cambria ETF Trust)