Records and Access; Audits. 5.2.1 Upon request, the Service Provider will provide its Service Organization Control (“SOC 1”) report issued under the Statement on Standards for Attestation Engagements No. 18 (“SSAE 18”). In addition, from time to time as requested, but such requests shall not exceed one request within any given twelve-month period, the Service Provider will furnish the Client a “gap” or “bridge” letter that will address any material changes that might have occurred in the Service Provider’s controls covered in the SOC 1 from the end of the SOC 1 report period through a specified requested date. 5.2.2 The Client agrees that it shall pay reasonable 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 Client and the Service Provider agree that such charges may include the reasonable fees and expenses of external counsel to the Service Provider as mutually agreed by the Parties. 5.2.3 Upon termination of this Agreement, the Service Provider may retain archival copies of records of the Client maintained by the Service Provider as part of the Services (“Client Records”). 5.2.4 The Service Provider agrees to use reasonable efforts to furnish the Client with such information as the Client, on behalf of a Fund, may reasonably request in connection with its complying with the request of any regulatory authorities having jurisdiction over the Client or its Affiliates or investment managers. The Service Provider shall maintain and keep current all records, books, and other documents relating to its activities and obligations under this Agreement in a manner that is sufficient to provide to the Client the information or reports specified under this Agreement. The Service Provider shall allow the Client’s officers and the Client’s independent public accountants, agents, or regulators reasonable access for inspection of the records of the Service Provider as is required by the Client, on behalf of a Fund, in connection with an examination of the books and records pertaining to the affairs of the Client. All Client Records shall be the property of the Client, on behalf of a Fund; provided, however, the Service Provider may retain archival copies which shall be the property of the Service Provider. The Service Provider shall preserve Client Records as provided in Rule 31a-2 under the 1940 Act. 5.2.5 Upon the reasonable request of the Client, copies of any books and records shall be provided by the Service Provider to the Client or its authorized representative or any successor service provider. Upon the reasonable request of the Client, the Service Provider shall provide in hard copy or on computer disc, or in any other format reasonably agreed, any records included in any such delivery which are maintained by the Service Provider on a computer disc, or are similarly maintained. The Service Provider agrees that it will store all records on media designed to protect their usability, reliability, authenticity and preservation for as long as they are needed for the Client to meet its recordkeeping obligations under this Agreement and consistent with 1940 Act. The Service Provider shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Service Provider agrees that systems for electronic records must be designed so that records will remain accessible, authentic, reliable, and useable through any kind of system changes, for the entire period of the Client’s recordkeeping obligations under this Agreement and consistent with the 1940 Act, which includes, but is not limited to, migration to different software, re-presentation in emulation formats or any other future ways of re-presenting records. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. 5.2.6 Service Provider agrees to cooperate and provide reasonable assistance and access in connection with Client’s general due diligence during the ordinary course of Services under this Agreement. Not more frequently than once in any twelve-month period, the Client may engage a formal audit, which may involve a third-party auditor or consultant (“Formal Audit”). In connection with a Formal Audit, upon thirty (30) days’ written notice, the Client or its designee, subject to Service Provider’s reasonable security and confidentiality requirements, may inspect and/or conduct site visits to (i) review and assess a summary of the Service Provider’s or an Affiliate’s disaster recovery and business continuity plans, and (ii) review and assess the Service Provider’s or an Affiliate’s compliance with this Agreement including, without limitation, the accuracy of fees, any other charges by the Service Provider for Services provided under the Agreement, and the invoices for such amounts. The Service Provider agrees to cooperate with the Client’s Formal Audit and provide reasonable assistance and access to information. Any such Formal Audit shall not unreasonably disrupt Service Provider’s ability to provide services to other clients in the course of its normal business. If the Formal Audit identifies that the Service Provider’s invoices for the audited period are not correct, the Service Provider shall promptly credit or debit such amount, as appropriate, against subsequent invoices issued by the Service Provider to a Fund. All reasonable costs incurred by the Funds in connection with such Formal Audit shall be borne by the Funds. Service Provider shall not be entitled to reimbursement or repayment by the Client or Fund for any costs or expenses incurred as a result of their efforts to comply with obligations under this clause.
Appears in 1 contract
Records and Access; Audits. 5.2.1 Upon request, the Service Provider will provide its Service Organization Control (“SOC 1”) report issued under the Statement on Standards for Attestation Engagements No. 18 (“SSAE 18”). In addition, from time to time as requested, but such requests shall not exceed one request within any given twelve-month period, the Service Provider will furnish the Client a “gap” or “bridge” letter that will address any material changes that might have occurred in the Service Provider’s controls covered in the SOC 1 from the end of the SOC 1 report period through a specified requested date.
5.2.2 The Client agrees that it shall pay reasonable 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 Upon prior notice to and mutual agreement by the Parties, the Client and the Service Provider agree acknowledges that such charges may include the reasonable fees and expenses of external counsel to the Service Provider as mutually agreed by the PartiesProvider.
5.2.3 Upon termination of this Agreement, the Service Provider may retain archival copies of records of the Client maintained by the Service Provider as part of the Services (“Client Records”).
5.2.4 The Service Provider agrees to use reasonable efforts to furnish the Client with such information Client Records as the Client, on behalf of a Fund, may reasonably request in connection with its complying with the request of any regulatory authorities having jurisdiction over the Client or its Affiliates or investment managers. The Service Provider shall maintain and keep current all records, books, and other documents relating to its activities and obligations under this Agreement Client Records in a manner that is sufficient to provide to the Client the information or reports specified under this Agreement. The Service Provider shall allow the Client’s officers and the Client’s independent public accountants, agents, or regulators accountants reasonable access for inspection of the records of the Service Provider as is required by the Client, on behalf of a Fund, in connection with an examination of the books and records pertaining to the affairs of the Client. All Client Records shall be the property of the Client, on behalf of a Fund; provided, however, the Service Provider may retain archival copies which shall be the property of the Service Provider. The Service Provider shall preserve Client Records as provided in Rule 31a-2 under the 1940 Act.
5.2.5 Upon the reasonable request of the Client, copies of any books and records Client Records shall be provided by the Service Provider to the Client or its authorized representative or any successor service provider. Upon the reasonable request of the Client, the Service Provider shall provide Client Records in hard copy or on computer disc, or in any other format reasonably agreed, any records included in any such delivery which are maintained by the Service Provider on a computer disc, or are similarly maintained. The Service Provider agrees that it will store all records Client Records on media designed to protect their usability, reliability, authenticity authenticity, and preservation for as long as they are needed for the Client to meet its recordkeeping obligations under this Agreement and consistent with 1940 Actthe Service Provider’s policies. The Service Provider shall have documented policies, standards standards, and guidelines for converting or migrating data Client Records from one record system to another. The Service Provider agrees that systems for electronic records Client Records must be designed so that records Client Records will remain accessible, authentic, reliable, and useable through any kind of system changes, for the entire period of the Client’s recordkeeping obligations under this Agreement and consistent with the 1940 ActAgreement, which includes, but is not limited to, migration to different software, re-presentation in emulation formats or any other future ways of re-presenting records. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records Client Records design and format.
5.2.6 Service Provider agrees to cooperate and provide reasonable assistance and access in connection with Client’s general due diligence during the ordinary course of Services under this Agreement. Not more frequently than once in any twelve-month period, the Client may engage a formal audit, which may involve a third-party auditor or consultant (“Formal Audit”). In connection with a Formal Audit, upon thirty (30) days’ written notice, the Client or its designee, subject to Service Provider’s reasonable security and confidentiality requirements, may inspect and/or conduct site visits to (i) review and assess a summary of the Service Provider’s or an Affiliate’s disaster recovery and business continuity plans, and (ii) review and assess the Service Provider’s or an Affiliate’s compliance with this Agreement including, without limitation, the accuracy of fees, any other charges by the Service Provider for Services provided under the Agreement, and the invoices for such amounts. The Service Provider agrees to cooperate with the Client’s Formal Audit and provide reasonable assistance and access to information. Any such Formal Audit shall not unreasonably disrupt Service Provider’s ability to provide services to other clients in the course of its normal business. If the Formal Audit identifies that the Service Provider’s invoices for the audited period are not correct, the Service Provider shall promptly credit or debit such amount, as appropriate, against subsequent invoices issued by the Service Provider to a Fund. All reasonable costs incurred by the Funds in connection with such Formal Audit shall be borne by the Funds. Service Provider shall not be entitled to reimbursement or repayment by the Client or Fund for any costs or expenses incurred as a result of their efforts to comply with obligations under this clause.
Appears in 1 contract