Common use of Third Parties; Affiliates Clause in Contracts

Third Parties; Affiliates. The Administrator may not delegate to, or sub-contract with, unaffiliated third parties for the performance of any material part of the Services without the Trust’s prior written consent, which consent shall not be unreasonably withheld. The Administrator may delegate to, or sub-contract with, any of its Affiliates for the performance of any part of the Services without the Trust’s prior written consent, subject to the requirements of this Section. All fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to the Trust for the acts and omissions of the delegate or subcontractor (the “Delegate”) as if such acts or omissions were the acts or omissions of the Administrator. Additionally, all such Delegates unaffiliated with Administrator shall first be party to a written agreement with Administrator that provides obligations for the protection of Confidential Information that are no less protective of such information than those set forth in this Agreement, and Administrator shall properly supervise the provision of any of the Services by such third party Delegates to ensure that the Services are provided in compliance with the terms of this Agreement. As of the Effective Date, Administrator utilizes NTT Data Process Services, LLC, NIIT Technologies, Inc. and Tata Consultancy Services Limited as sub-contractors to perform certain ancillary services under this Agreement (e.g. security master set-up, over-night reconciliation, etc) and the Trust approves such Delegates, provided that they are provided in compliance with the terms of this Agreement.