Common use of Records and Access; Audits Clause in Contracts

Records and Access; Audits. 5.2.1 Upon request, the Service Provider will promptly provide, when it becomes available, its Service Organization Control (“SOC 1”) report issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”). 5.2.2 The Funds agrees that it shall pay such charges for (a) document collection, duplication, review and retrieval and (b) making the Service Provider personnel available for extraordinary periods as the Service Provider may reasonably request in connection with audits, examinations or inspections. The Funds acknowledge that such charges may include the fees and expenses of external counsel to the Service Provider, provided that the Funds consented to the appointment of such external counsel, which consent shall not be unreasonably withheld. 5.2.3 The Service Provider shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained at the expense of the Service Provider on behalf of the Funds shall be prepared and maintained at the expense of the Service Provider, but shall be the property of the Funds (“Funds Records”). In case of any request or demand for the inspection of Funds Records by another Person, the Service Provider shall notify the Funds, if permitted by all applicable Law, rule regulation or order, and follow the Funds’ instructions as to permitting or refusing such inspection; provided, that the Service Provider may exhibit such records to any Person in any case where it is advised by its counsel that it may be held liable for failure to do so. 5.2.4 Upon termination of this Agreement, the Service Provider may retain archival copies of records of the Funds Records maintained by the Service Provider as part of the Services solely for use in complying with legal and regulatory requirements or Service Provider’s own internal policies.

Records and Access; Audits. 5.2.1 Upon request, the Service Provider will promptly provide, when it becomes available, its Service Organization Control (“SOC 1”) report issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”). 5.2.2 The Funds Client agrees that it shall pay such charges for (a) document collection, duplication, review and retrieval and (b) making the Service Provider personnel available for extraordinary periods as the Service Provider may reasonably request in connection with audits, examinations or inspections. The Funds acknowledge Client acknowledges that such charges may include the fees and expenses of external counsel to the Service Provider, provided that the Funds Client consented to the appointment of such external counsel, which consent shall not be unreasonably withheld. 5.2.3 The Service Provider shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained at the expense of the Service Provider on behalf of the Funds Client shall be prepared and maintained at the expense of the Service Provider, but shall be the property of the Funds Client (“Funds Client Records”). In case of any request or demand for the inspection of Funds Client Records by another Person, the Service Provider shall notify the FundsClient, if permitted by all applicable Law, rule rule, regulation or order, and follow the Funds’ Client’s instructions as to permitting or refusing such inspection; provided, that the Service Provider may exhibit such records to any Person in any case where it is advised by its counsel that it may be held liable for failure to do so. 5.2.4 Upon termination of this Agreement, the Service Provider may retain archival copies of records of the Funds Client Records maintained by the Service Provider as part of the Services solely for use in complying with legal and regulatory requirements or Service Provider’s own internal policies.