Common use of Access to Bank's Records Clause in Contracts

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, and agents, including Customer's independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer's independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination. (b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer's independent accountants with respect to Bank's activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund. (c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a "gap" or "bridge" letter that will address any material changes that might have occurred in Customer's controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- certifications in connection with Xxxxxxxx-Xxxxx Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's ’s duly authorized officers, employees, and agents, including Customer's ’s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer's ’s independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination. (b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer's ’s independent accountants with respect to Bank's ’s activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund. (c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's ’s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' ’ Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a "“gap" ” or "“bridge" ” letter that will address any material changes that might have occurred in Customer's ’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- sub-certifications in connection with Xxxxxxxx-Xxxxx Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's ’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's ’s duly authorized officers, employees, and agents, including Customer's ’s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer's ’s independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination. (b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer's ’s independent accountants with respect to Bank's ’s activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund. (c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's ’s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' ’ Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a "“gap" ” or "“bridge" ” letter that will address any material changes that might have occurred in Customer's ’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- sub-certifications in connection with XxxxxxxxSaxxxxxx-Xxxxx Act Xct of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's ’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, auditors and agents, including independent public accountants such reasonable access to the records of Bank relating to Financial Assets and Customer’s cash as is required in connection with their examination of books and records pertaining to Customer's independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bankaffairs. Subject to restrictions under Applicable Lawthe relevant local law, Bank also will obtain an undertaking to permit Customer's ’s auditors and independent public accountants accountants, reasonable access to the records of any Subcustodian of Securities Financial Assets held in the Securities Account as may be required in connection with such examination. This Section 2.13 will not alleviate Bank from any of its obligations as the Customer’s Foreign Custody Manager (as defined in Section 2.18 of the Investment Company Rider to this Agreement attached hereto and incorporated by reference) under Rule 17f-5 under the 1940 Act and otherwise as set out in the Mutual Fund Rider to the Global Custody Agreement. (b) In additionBank will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of Bank relating to the Accounts. Bank may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse Bank for the cost of copying, collating and researching archived information at Bank’s regular hourly rate. The books and records pertaining to Customer which are in possession of Bank shall cooperate with and supply necessary information to any entity or entities appointed by be the Customer to keep its books property of account and/or compute its net asset valueBank. Bank shall provide reports any and all such records to the Customer upon request and, if requested by Customer, shall return such books and records to the Customer or its designees promptly upon termination of this Agreement. However, Bank shall be entitled to retain copies of such books and records as required by Applicable Law governing Bank. Bank shall keep all books and records customarily maintained and legally required to be maintained by the custodian of a registered investment company, and such books and records shall be prepared and maintained in the manner and for the periods required by the 1940 Act and rules thereunder (with particular attention to Section 31 thereof and Rules 31a-1, 31a-2 and 31a-3 thereunder to the extent applicable to the services provided by Bank under this Agreement). From time to time as requested by Customer, Bank shall provide to Customer its standard representation letters, with respect to Form N-Qs, Form N-CSRs, compliance policies and procedures under Rule 38a-1 under the 1940 Act, and such other data as matters that may be reasonably requested by Customer may or Customer’s Chief Compliance Officer from time to time reasonably request and as agreed by the parties. Bank agrees to enable provide Customer with reasonable access to Bank’s compliance personnel, including on-site visits by Customer, upon reasonable written notice and during normal working hours, for Customer to obtain, from year to year, favorable opinions from Customer's independent accountants with respect to Bank's activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fundoperate its compliance program. (c) Upon At the reasonable request of Customer, Bank shall provide deliver to Customer with a copy of Custody SAS 70 prepared by Bank's Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance independent certified public accountants with respect to the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, services provided by Bank will furnish Customer a "gap" or "bridge" letter that will address any material changes that might have occurred in Customer's controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- certifications in connection with Xxxxxxxx-Xxxxx Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's processes for the management and monitoring of Subcustodians for safeguarding Financial Assetsthis Agreement.

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, ’s auditors and agents, including Customer's independent public accountants, and or other designated representatives of Customer such reasonable access to the employees and agents of the SEC access at all times during the regular business hours records of Bank relating to such records. Except, the Accounts as is required in connection with the case examination of access by the SEC as otherwise required by the SEC, such access will be subject books and records pertaining to reasonable notice to BankCustomer’s affairs. Subject to restrictions under Applicable Lawthe relevant local law, Bank also will obtain an undertaking permit (or cause Subcustodian to permit permit) Customer's ’s auditors and independent public accountants accountants, or other designated representatives of Customer, reasonable access to the records of any Subcustodian of Securities Financial Assets held in the a Securities Account as may be required in connection with such examination. (b) In additionBank will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of Bank relating to the Accounts. Bank may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse Bank for the reasonable cost of copying, collating and researching archived information at Bank’s regular hourly rate. (c) Upon Customer’s request, Bank will send the annual report (SAS 70 Level II Report) prepared by Bank’s external auditors on the procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in the Securities Depository, relating to the services provided by Bank under this Agreement. Also, upon Customer’s request, a letter updating Customer on the matters addressed in Bank’s SAS 70 Level II report as of the date of the relevant fiscal period of Customer, to the extent that the relevant fiscal period of Customer differs by a period of three (3) or more months from the date as of which the SAS 70 Level II report is prepared. Such SAS 70 Level II report shall cooperate with be of sufficient scope and supply necessary information in sufficient detail as to provide reasonable assurance that any entity material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. Such SAS 70 Level II report shall be provided at least once a year, or entities appointed by the Customer to keep its books of account and/or compute its net asset valueat such greater frequency as such SAS 70 Level II report is prepared. Bank shall provide notify Customer in writing of (i) any change in frequency of provision of SAS 70 Level II reports and other data (ii) if a SAS 70 Level II report is to be dated as of a different date than such report was previously dated. Bank shall also provide Customer, at such times as Customer may reasonably request, reports received by Bank from a clearing corporation or the Federal Reserve book-entry system which the clearing corporation or the Federal Reserve permits to be redistributed on their respective systems of internal control when such reports relate to the services provided by Bank under this Agreement. (d) Bank shall take all reasonable action, as Customer may from time to time reasonably request request, to enable Customer to obtain, from year to year, favorable opinions from cooperate with Customer's independent accountants ’s auditor with respect to Bank's activities hereunder in connection with (i) the preparation of any Customer’s registration statement of Customer statement, Form N-CSR, Form N-SAR or other annual or periodic reports to the SEC and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of respect to any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fundthereof. (c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a "gap" or "bridge" letter that will address any material changes that might have occurred in Customer's controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- certifications in connection with Xxxxxxxx-Xxxxx Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's ’s duly authorized officers, employees, and agents, including Customer's ’s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer's ’s independent public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination. (b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer's ’s independent accountants with respect to Bank's ’s activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund. (c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's ’s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' ’ Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a "“gap" ” or "“bridge" ” letter that will address any material changes that might have occurred in Customer's ’s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- certifications in connection with Xxxxxxxx-Xxxxx Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's ’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, ’s auditors and agents, including Customer's independent public accountants, and or other designated representatives of Customer such reasonable access to the employees and agents of the SEC access at all times during the regular business hours records of Bank relating to such records. Except, the Accounts as is required in connection with the case examination of access by the SEC as otherwise required by the SEC, such access will be subject books and records pertaining to reasonable notice to BankCustomer’s affairs. Subject to restrictions under Applicable Lawthe relevant local law, Bank also will obtain an undertaking permit (or cause Subcustodian to permit permit) Customer's ’s auditors and independent public accountants accountants, or other designated representatives of Customer, reasonable access to the records of any Subcustodian of Securities Financial Assets held in the a Securities Account as may be required in connection with such examination. (b) In additionBank will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of Bank relating to the Accounts. Bank may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall cooperate with reimburse Bank for the reasonable cost of copying, collating and supply necessary researching archived information at Bank’s regular hourly rate. (c) Bank will obtain and send to Customer the annual report (SAS 70 Level II Report) prepared by Bank’s external auditors on the procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in the Securities Depository, relating to the services provided by Bank under this Agreement. Also, upon Customer’s request, a letter updating Customer on the matters addressed in Bank’s SAS 70 Level II report as of the date of the relevant fiscal period of Customer, to the extent that the relevant fiscal period of Customer differs by a period of three (3) or more months from the date as of which the SAS 70 Level II report is prepared. Such SAS 70 Level II report shall be of sufficient scope and in sufficient detail as to provide reasonable assurance that any entity material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. Such SAS 70 Level II report shall be provided at least once a year, or entities appointed by the Customer to keep its books of account and/or compute its net asset valueat such greater frequency as such SAS 70 Level II report is prepared. Bank shall provide notify Customer in writing of (i) any change in frequency of provision of SAS 70 Level II reports and other data (ii) if a SAS 70 Level II report is to be dated as of a different date than such report was previously dated. Bank shall also provide Customer, at such times as Customer may reasonably request, reports received by Bank from a clearing corporation or the Federal Reserve book-entry system which the clearing corporation or the Federal Reserve permits to be redistributed on their respective systems of internal control when such reports relate to the services provided by Bank under this Agreement. (d) Bank shall take all reasonable action, as Customer may from time to time reasonably request request, to enable Customer to obtain, from year to year, favorable opinions from cooperate with Customer's independent accountants ’s auditor with respect to Bank's activities hereunder in connection with (i) the preparation of any Customer’s registration statement of Customer statement, Form N-CSR, Form N-SAR or other annual or periodic reports to the SEC and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of respect to any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fundthereof. (c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a "gap" or "bridge" letter that will address any material changes that might have occurred in Customer's controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- certifications in connection with Xxxxxxxx-Xxxxx Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, ’s auditors and agents, including Customer's independent public accountants, and accountants such reasonable access to the employees and agents of the SEC access at all times during the regular business hours records of Bank relating to such records. Except, Financial Assets as is required in the case connection with their examination of access by the SEC as otherwise required by the SEC, such access will be subject books and records pertaining to reasonable notice to BankCustomer’s affairs. Subject to restrictions under Applicable Lawthe relevant local law, Bank also will obtain an undertaking permit (or cause Subcustodian to permit permit) Customer's ’s auditors and independent public accountants accountants, reasonable access to the records of any Subcustodian of Securities Financial Assets held in the a Securities Account as may be required in connection with such examination. (b) In additionBank will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of Bank relating to the Accounts. Bank may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse Bank for the cost of copying, collating and researching archived information at Bank’s regular hourly rate. (c) Upon Customer’s request, Bank will send the annual report (SAS 70 Level II Report) prepared by Bank’s external auditors on the procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in the Securities Depository, relating to the services provided by Bank under this Agreement. Also, upon Customer’s request, a letter updating Customer on the matters addressed in Bank’s SAS 70 Level II report as of the date of the relevant fiscal period of Customer, to the extent that the relevant fiscal period of Customer differs by a period of three (3) or more months from the date as of which the SAS 70 Level II report is prepared. Such SAS 70 Level II report shall cooperate with be of sufficient scope and supply necessary information in sufficient detail as to provide reasonable assurance that any entity material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. Such SAS 70 Level II report shall be provided at least once a year, or entities appointed by the Customer to keep its books of account and/or compute its net asset valueat such greater frequency as such SAS 70 Level II report is prepared. Bank shall provide notify Customer in writing of (i) any change in frequency of provision of SAS 70 Level II reports and other data (ii) if a SAS 70 Level II report is to be dated as of a different date than such report was previously dated. Bank shall also provide Customer, at such times as Customer may reasonably request, reports received by Bank from a clearing corporation or the Federal Reserve book-entry system which the clearing corporation or the Federal Reserve permits to be redistributed on their respective systems of internal control when such reports relate to the services provided by Bank under this Agreement. (d) Bank shall take all reasonable action, as Customer may from time to time reasonably request request, to enable Customer to obtain, from year to year, favorable opinions from cooperate with Customer's independent accountants ’s auditor with respect to Bank's activities hereunder in connection with (i) the preparation of any Customer’s registration statement of Customer statement, Form N-CSR, Form N-SAR or other annual or periodic reports to the SEC and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of respect to any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fundthereof. (c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank's Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities' Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a "gap" or "bridge" letter that will address any material changes that might have occurred in Customer's controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub- certifications in connection with Xxxxxxxx-Xxxxx Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

Access to Bank's Records. (a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer's duly authorized officers, employees, ’s auditors and agents, including Customer's independent public accountants, and accountants such reasonable access to the employees and agents of the SEC access at all times during the regular business hours records of Bank relating to such records. Except, Financial Assets as may be necessary or appropriate in the case connection with their examination of access by the SEC as otherwise required by the SEC, such access will be subject books and records pertaining to reasonable notice to BankCustomer’s affairs. Subject to restrictions under Applicable Lawthe relevant local law, Bank also will obtain an undertaking to permit Customer's ’s auditors and independent public accountants accountants, reasonable access to the records of any Subcustodian of Securities Financial Assets held in the Securities Account as may be required in connection with such examination. This Section 2.13 will not alleviate Bank from any of its obligations as the Customer’s Foreign Custody Manager (as defined in Section 2.18 of the Investment Company Rider to this Agreement attached hereto and incorporated by reference) under Rule 17f-5 under the 1940 Act and otherwise as set out in the Investment Company Rider to the Global Custody Agreement. (b) In additionBank will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of Bank shall cooperate with and supply necessary information relating to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset valueAccounts. Bank shall provide reports may impose reasonable restrictions on the number of individuals allowed access, the frequency and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer's independent accountants with respect to Bank's activities hereunder in connection with (i) the preparation length of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fundsuch access, and (ii) the fulfillment by scope of the records made available. The Customer shall reimburse Bank for the cost of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fundcopying, collating and researching archived information at Bank’s regular hourly rate. (c) Upon reasonable The books and records pertaining to Customer which are in possession of Bank shall be the property of Customer. Bank shall provide any and all such records to the Customer upon request and, if requested by Customer, shall return such books and records to the Customer or its designees promptly upon termination of this Agreement. However, Bank shall be entitled to retain copies of such books and records as required by Applicable Law governing Bank. Bank shall keep all books and records customarily maintained and legally required to be maintained by the custodian of a registered investment company, and such books and records shall be prepared and maintained in the manner and for the periods required by the 1940 Act and rules thereunder (with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder to the extent applicable to the services provided by Bank under this Agreement). (d) From time to time as requested by Customer, Bank shall provide to Customer such certifications and sub-certifications, in the form agreed to by Customer and Bank, with a copy of Bank's Service Organizational Control (SOC) 1 reports (respect to Form N-Qs, Form N-CSRs, compliance policies and procedures under Rule 38a-1 under the 1940 Act, and such other matters that may be reasonably requested by Customer or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant Customer’s Chief Compliance Officer from time to User Entities' Internal Control Over Financial Reporting (or any successor attestation standard)time. In addition, Bank will, from time to time as requestedtime, Bank will furnish provide a written assessment of its compliance program in conformity with current industry standards, in a form that is reasonably acceptable to Customer, to enable Customer a "gap" or "bridge" letter that will address any material changes that might have occurred in Customer's controls covered in the SOC Report from the end to fulfill its obligations under Rule 38a-1 of the SOC Report period through a specified requested date1940 Act. Bank shall use commercially reasonable efforts agrees to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require reasonable access to fulfill its duties under Rule 38aBank’s compliance personnel, including on-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request site visits by Customer, Bank shall also provide for Customer to Customer customary sub- certifications in connection with Xxxxxxxx-Xxxxx Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank's processes for the management and monitoring of Subcustodians for safeguarding Financial Assetsoperate its compliance program.