Common use of COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS Clause in Contracts

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. The Administrator shall comply will all applicable laws and regulations applicable to it in performing the services under this Agreement. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13. The Administrator further agrees that all records that it maintains for the Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Administrator. In the event that the Administrator is requested or authorized by the Trust, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the Administrator’s personnel as witnesses or deponents, the Trust agrees to pay the Administrator for the Administrator’s time and expenses as mutually agreed upon by the parties, as well as the reasonable fees and expenses of the Administrator’s counsel incurred in such production. The Administrator agrees that it will store all records in a manner that ensures their accuracy and accessibility for as long as they are needed for the Administrator to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act. The Administrator shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreement.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The a. Each Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. The Administrator will materially comply with all laws applicable to the Administrator and all rules and regulations of governmental authorities having jurisdiction over the Administrator (collectively, the “Laws and Regulations”), to the extent such Laws and Regulations are directly applicable to Administrator and the Services performed by Administrator hereunder. b. The Administrator shall act in good faith to implement such changes to the Services as may be reasonably necessary to comply will all with changes in laws or regulations directly applicable to the Administrator in providing the Services that become effective after the effective date of this Agreement; provided, however, that prior to making any such change to the Services, each Trust and the Administrator shall negotiate in good faith any increase in fees payable to the Administrator. If a Trust notifies the Administrator in writing of changes in laws and or regulations applicable to it the Trust, the Trust and Administrator shall negotiate in performing good faith any changes to the services under this AgreementServices (including the fees and expenses payable hereunder) necessary to support the Trust’s compliance with those laws or regulations. Each Trust and the Administrator shall, if practicable, work in good faith to have any changes in the Services (including the fees and expenses payable hereunder) necessitated by changes in laws or regulations in place before the changes in law or regulations become effective. c. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the a Trust shall at all times remain the property of the Trust, shall be readily accessible and available upon reasonable request by officers, employees, agents and auditors of the Trust during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13request. The Administrator further agrees that all records that which it maintains for the a Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may shall be surrendered provided in either written or machine-readable form, at the option of the Administrator. In the event that the Administrator is requested or authorized by the Trust, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection electronic form as reasonably consistent with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the Administrator’s personnel as witnesses or deponents, the Trust agrees to pay the Administrator for the practices with other registered management investment company clients of Administrator’s time and expenses as mutually agreed upon by the parties, as well as the reasonable fees and expenses of the Administrator’s counsel incurred in such production. The Administrator agrees that it will store all records in a manner that ensures their accuracy and accessibility for as long as they are needed for the Administrator to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act. The Administrator shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreement.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The a. Each Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. The Administrator will materially comply with all laws applicable to the Administrator and all rules and regulations of governmental authorities having jurisdiction over the Administrator (collectively, the “Laws and Regulations”), to the extent such Laws and Regulations are directly applicable to Administrator and the Services performed by Administrator hereunder. b. The Administrator shall act in good faith to implement such changes to the Services as may be reasonably necessary to comply will all with changes in laws or regulations directly applicable to the Administrator in providing the Services that become effective after the effective date of this Agreement; provided, however, that prior to making any such change to the Services, each Trust and the Administrator shall negotiate in good faith any increase in fees payable to the Administrator. If a Trust notifies the Administrator in writing of changes in laws and or regulations applicable to it the Trust, the Trust and Administrator shall negotiate in performing good faith any changes to the services under this AgreementServices (including the fees and expenses payable hereunder) necessary to support the Trust’s compliance with those laws or regulations. Each Trust and the Administrator shall, if practicable, work in good faith to have any changes in the Services (including the fees and expenses payable hereunder) necessitated by changes in laws or regulations in place before the changes in law or regulations become effective. Information Classification: Limited Access c. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the a Trust shall at all times remain the property of the Trust, shall be readily accessible and available upon reasonable request by officers, employees, agents and auditors of the Trust during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13request. The Administrator further agrees that all records that which it maintains for the a Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may shall be surrendered provided in either written or machine-readable form, at the option of the Administrator. In the event that the Administrator is requested or authorized by the Trust, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection electronic form as reasonably consistent with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the Administrator’s personnel as witnesses or deponents, the Trust agrees to pay the Administrator for the practices with other registered management investment company clients of Administrator’s time and expenses as mutually agreed upon by the parties, as well as the reasonable fees and expenses of the Administrator’s counsel incurred in such production. The Administrator agrees that it will store all records in a manner that ensures their accuracy and accessibility for as long as they are needed for the Administrator to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act. The Administrator shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreement.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The Trust Administrator agrees to perform its duties hereunder in accordance with applicable law; however, the Administrator assumes full no responsibility for complying ensuring that the Fund complies with all securities, tax, commodities and other laws, rules and regulations applicable to itthe Fund. The Administrator shall comply will prepare all United States tax returns for the Fund and any supporting schedules in accordance with all applicable laws laws, rules and regulations regulations, including the rules, standards and requirements that apply to paid preparers. However, the Fund acknowledges that the paid preparer services and other tax-related services performed by the Administrator do not constitute tax advice and the Fund agrees the Administrator shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, any Portfolio or the Administrator as administrator to the Fund by the tax law of the United States or of any state or political subdivision thereof, provided that this sentence does not relieve the Administrator from responsibility and liability for its duties hereunder, including adherence to the applicable to it in performing the services under this Agreementstandard of care. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Trust Fund shall at all times remain the property of the TrustFund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 1312. The Administrator further agrees that all records that it maintains for the Trust Fund pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Administrator. In the event that the Administrator is requested or authorized by the Trust, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the Administrator’s personnel as witnesses or deponents, the Trust agrees to pay the Administrator for the Administrator’s time and expenses as mutually agreed upon by the parties, as well as the reasonable fees and expenses of the Administrator’s counsel incurred in such production. The Administrator agrees that it will store all records in a manner that ensures their accuracy and accessibility for as long as they are needed for the Administrator to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act. The Administrator shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreement.the

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The Trust Administrator agrees to perform its duties hereunder in accordance with applicable law; however, the Administrator assumes full no responsibility for complying ensuring that the Fund complies with all securities, tax, commodities and other laws, rules and regulations applicable to itthe Fund. The Administrator shall comply will prepare all United States tax returns for the Fund and any supporting schedules in accordance with all applicable laws laws, rules and regulations regulations, including the rules, standards and requirements that apply to paid preparers. However, the Fund acknowledges that the paid preparer services and other tax-related services performed by the Administrator do not constitute tax advice and the Fund agrees the Administrator shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, any Portfolio or the Administrator as administrator to the Fund by the tax law of the United States or of any state or political subdivision thereof, provided that this sentence does not relieve the Administrator from responsibility and liability for its duties hereunder, including adherence to the applicable to it in performing the services under this Agreementstandard of care. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Trust Fund shall at all times remain the property of the TrustFund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 1312. The Administrator further agrees that all records that it maintains for the Trust Fund pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Administrator. In Upon the event that reasonable request of the Administrator is requested or authorized Fund, copies of any such books and records shall be provided by the Trust, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the Administrator’s personnel as witnesses or deponents, the Trust agrees to pay the Administrator for the Administrator’s time and expenses as mutually agreed upon by the parties, as well as the reasonable fees and expenses of the Administrator’s counsel incurred in such production. The Administrator agrees that it will store all records in a manner that ensures their accuracy and accessibility for as long as they are needed for the Administrator to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act. The Administrator shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreement.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. a. The Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. The Administrator shall comply will all applicable laws and regulations applicable to it in performing the services under this Agreement. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Trust each Fund shall at all times remain the property of the Trustsuch Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 138. The Administrator further agrees that, notwithstanding that the Funds are not subject to the 1940 Act, all records that it maintains for the Trust pursuant to Rule 31a-1 under the 1940 Act each Fund will be preserved for the periods prescribed by Rule 31a-2 31a-1 under the 1940 Act such regulatory requirements unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable formform in useable format mutually agreed to by a Fund and the Administrator, at the option of the Administrator. In the event The Administrator shall provide each Fund with copies of periodic SOC1 reports that the Administrator is requested or authorized by the Trust, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the Administrator’s personnel as witnesses or deponents, the Trust agrees to pay the Administrator for the Administrator’s time and expenses as mutually agreed upon by the parties, as well as the reasonable fees and expenses include a review of the Administrator’s counsel incurred in such productionoperations that relate to the services provided hereunder. b. Each Fund hereby acknowledges that Administrator is obliged to comply with AML/Sanctions Requirements and that Administrator shall not be liable for any action it or any Administrator Affiliate reasonably takes to comply with any AML/Sanctions Requirements, including identifying and reporting suspicious transactions, rejecting transactions, and blocking or freezing funds, financial assets, or other assets. The Administrator Each Fund shall cooperate with Administrator’s performance of its due diligence and other obligations concerning AML/Sanctions Requirements. In addition, each Fund agrees that it will store all records in a manner Administrator may defer acting upon an Instruction pending completion of any review under its policies and procedures for compliance with AML/Sanctions Requirements, and that ensures their accuracy and accessibility for as long as they are needed for the Administrator to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act. The Administrator shall have documented policiesnot be responsible for any losses, standards and guidelines for converting damages, or migrating data expenses resulting from one record system or relating to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreementdeferral.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The Administrator acknowledges that the Administrator and Trust assumes assume full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. The Administrator shall comply will all applicable laws and regulations applicable to it in performing the services under this Agreementeach respectively. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Administrator agrees that all records which it maintains for the Administrator or the Trust shall at all times remain the property of the Administrator or the Trust, as applicable, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13. The Sub-Administrator further agrees that all records that it maintains for the Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Sub-Administrator. In the event that the Sub-Administrator is requested or authorized by the TrustAdministrator, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Administrator or Trust by state or federal regulatory agencies, to produce the records of the Administrator or Trust or the Sub-Administrator’s personnel as witnesses or deponents, the Trust Administrator agrees to pay the Sub-Administrator for the Sub-Administrator’s time and expenses as mutually agreed upon by the partiesexpenses, as well as the reasonable fees and expenses of the Sub-Administrator’s counsel directly incurred in such production. The If the Sub-Administrator agrees that is required to produce records of the Trust or the Administrator pursuant to any of the foregoing it will store all records in a manner that ensures their accuracy shall, to the extent reasonably practicable and accessibility for as long as they are needed not otherwise prohibited, notify the Administrator and/or the Trust with sufficient promptness for the Trust and/or Administrator to, as it may determine in its sole discretion, seek a protective order or take other legal action to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act. The Administrator shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where prevent such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreementproduction.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The Trust acknowledges that it assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to itit and each Fund. The Administrator shall comply will Bank assumes full responsibility for complying with all applicable laws and regulations applicable to it in performing connection with the performance of its services under this Agreement. In compliance with the requirements of Rule 31a-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), the Administrator Bank agrees that all records which it maintains for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13request. The Administrator Bank further agrees that all records that it maintains for the Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may will be surrendered in either written or machine-readable form, at the option of the Administrator. In the event that the Administrator Bank is requested or authorized by the Trust, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Trust by state or federal regulatory agencies, to produce the records of the Trust or the AdministratorBank’s personnel as witnesses or deponents, the Trust agrees to pay the Administrator Bank for the AdministratorBank’s reasonable time and expenses as mutually agreed upon by the partiesexpenses, as well as the reasonable fees and expenses of the AdministratorBank’s counsel incurred in such production. The Administrator agrees Bank shall implement and maintain reasonable disaster recovery and business continuity procedures that it will store all records are reasonably designed to recover data processing systems, data communications facilities, information, data and other business related functions of the Bank in a manner that ensures their accuracy and accessibility for as long as they are needed for the Administrator to meet its recordkeeping obligations under this Agreement and time frame consistent with legal, regulatory and business requirements applicable to the 1940 ActBank in its provision of services hereunder. The Administrator shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for In the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details event of any variation disaster which causes a business interruption, the Bank shall act in records design good faith and format. This Section 11 shall survive the termination of this Agreementtake reasonable steps to minimize service interruptions.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The Trust Fund assumes full responsibility for complying with all securities, tax, commodities and other laws, rules rules, and regulations applicable to it. The Administrator shall comply will all applicable laws and regulations applicable provide the Fund with such reports as the Fund may reasonably request to it fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal or regulatory requirements. Upon reasonable request by the Fund, the Administrator shall also provide to the Fund with sub-certifications in performing connection with certification requirements pursuant to the services under this AgreementXxxxxxxx-Xxxxx Act of 2002. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Trust Fund shall at all times remain the property of the TrustFund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13. The Administrator further agrees that all records that it maintains for the Trust Fund pursuant to Rule 31a-1 under Section 31 of the 1940 Act and the Rules thereunder will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act applicable Rules unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Administrator. In the event that the Administrator is requested or authorized by the TrustFund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Trust Fund by state or federal regulatory agencies, to produce the records of the Trust Fund or the Administrator’s personnel as witnesses or deponents, the Trust Fund agrees to pay the Administrator for the Administrator’s time and expenses as mutually agreed upon by the partiesreasonable expenses, as well as the reasonable fees and expenses of the Administrator’s counsel incurred in such production. The Administrator agrees that it will store all records in a manner that ensures their accuracy and accessibility for as long as they are needed for the Administrator to meet its recordkeeping obligations under this Agreement and consistent cooperate with the 1940 Act. The Administrator shall have documented policiesFund’s independent accountants and provide such information as may be reasonably requested by the Fund from time to time, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreementaccountants.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS. The Administrator acknowledges that the Administrator and Trust assumes assume full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to iteach respectively. The Sub-Administrator shall comply will with all applicable laws and regulations applicable to it in performing as such laws and regulations relate to the Sub-Administrator’s performance of the services under this Agreementhereunder. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Administrator agrees that all records which it maintains for the Trust Administrator shall at all times remain the property of the TrustAdministrator, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13. The Sub-Administrator further agrees that all records that it maintains for the Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Sub-Administrator. The Sub-Administrator shall provide the Administrator with copies of periodic SSAE 16 reports that include a review of the Sub-Administrator’s operations that relate to the services provided hereunder. In the event that the Sub-Administrator is requested or authorized by the TrustAdministrator, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Administrator or Trust by state or federal regulatory agencies, to produce the records of the Administrator or Trust or the Sub-Administrator’s personnel as witnesses or deponents, the Trust Administrator agrees to pay the Sub-Administrator for the Sub-Administrator’s time and expenses as mutually agreed upon by the partiesreasonable expenses, as well as the reasonable fees and expenses of the Sub-Administrator’s counsel incurred in such production. The , such amounts to be agreed upon by the parties prior to the Sub-Administrator agrees that it will store all records in a manner that ensures their accuracy and accessibility for as long as they are needed for responding to such request, order or requirement, to the Administrator extent time permits and/or to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act. The Administrator shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. The Administrator agrees that systems for electronic records must be designed so that records will remain accessible and accurate through any kind of system changes, for the entire period of the Administrator’s recordkeeping obligations under this Agreement and consistent with the 1940 Act. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 11 shall survive the termination of this Agreementextent permitted by applicable law.