Common use of ACCOUNTS AND RECORDS; ACCESS Clause in Contracts

ACCOUNTS AND RECORDS; ACCESS. 3.2.1 State Street will prepare and maintain for the Fund, under the direction of and as interpreted by the Fund, the Fund’s or Portfolios’ accountants, investment manager and/or other advisors, in complete, accurate and current form such accounts and records: (1) required to be maintained by the Fund with respect to portfolio transactions under Section 31(a) of the 1940 Act and the rules and regulations promulgated thereunder; (2) required as a basis for calculation of each Portfolio’s net asset value; and (3) as otherwise reasonably agreed upon by the parties. The Fund will advise State Street in writing of all applicable record retention requirements other than those set forth in the 1940 Act. State Street will preserve such accounts and records during the term of this Agreement in the manner and for the periods prescribed in the 1940 Act or for such longer period as is agreed upon by the parties. The Fund will furnish, in writing or its electronic or digital equivalent, accurate and timely information needed and reasonably requested by State Street to complete such accounts and records when such information is not readily available from generally accepted securities industry services or publications. 3.2.2 The Fund and State Street shall comply with the reasonable requests of the other party for information necessary to the requestor’s performance of its duties in connection with this Agreement, or to ensure compliance with applicable law, including, without limitation, requests by the Fund’s Auditor (as defined below) to review books and records of the Fund in connection with this Agreement. 3.2.3 In addition to the obligations of State Street under Section 3.3 below, upon request of the Fund (which shall include reasonable advance notice), State Street shall grant reasonable access, during normal business hours, to the Fund’s duly authorized officers, employees, investment manager or adviser, agents and independent registered public accounting firm (“Auditor”) (with such officers, employees, investment manager or adviser, agents and Auditor all being subject to compliance with State Street’s confidentiality and security policies and procedures), to State Street’s business facilities and personnel to the extent such facilities and personnel are used in connection with State Street’s accounting and recordkeeping services to be provided hereunder, for the purposes of: (i) conducting a due diligence review of State Street’s technology systems to be used in providing accounting and recordkeeping services; (ii) performing an audit in accordance with the Fund’s own business continuity program(s); (iii) complying with any regulatory requirements applicable to the Fund; and (iv) conducting an annual or other periodic compliance review or audit by the CCO. 3.2.4 Notwithstanding the foregoing provisions, State Street reserves the right to impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Fund or its Auditor so as to prevent or minimize any potential impairment or disruption of its operations, distraction of its personnel or breaches of security, policies, confidentiality or regulatory limitations or requirements. 3.2.5 State Street will provide the Fund, during the term of this Agreement and upon request, a SAS 70 Level II report at least once a year, or at such greater frequency as such SAS 70 Level II report is prepared by State Street with respect to its investment accounting and recordkeeping services provided hereunder. State Street shall notify the Funds of any such change in frequency.