Common use of Criminal and Similar Offenses Clause in Contracts

Criminal and Similar Offenses. With respect to each employee of the Custodian (the “Custodian Staff”) who has access to, and the ability to download, upload, modify or otherwise alter data and information (including, as applicable, personal information) relating to the business of the Fund or its clients which is systematically stored by or on behalf of the Custodian (the “Fund Data”), the Custodian shall, to the extent permitted by applicable law, promptly notify the Fund if and as soon as practicable after the Custodian (i) becomes aware that any such individual is charged with, convicted of or pleads guilty to or pleads no contest to, or (ii) has reasonably determined based on sufficient facts made known to it that any such individual has committed, any criminal offense involving dishonesty or a breach of trust or money laundering, which may include the taking of a false oath, the making of a false report, the making of a false statement to a governmental official or law enforcement officer or under oath, bribery, perjury, burglary, larceny, theft, robbery, extortion, forgery, counterfeiting, fraudulent concealment, embezzlement, fraudulent conversion, possession or use of stolen property (including stolen credit cards or credit card numbers) or misappropriation of funds or securities or conspiracy to commit any of these offenses or felonies of a similar nature (a “Criminal Act”). The Custodian shall preclude any Custodian Staff from performing any services under the Contract if the Custodian (2) becomes aware that any such individual is convicted of, or pleads guilty to or pleads no contest to, or (3) has reasonably determined based on sufficient facts made known to it that any such individual has committed, a Criminal Act. The Custodian shall, to the extent permitted by applicable law, cooperate fully with all reasonable requests by the Fund for additional information, including all statements of individuals and court documentation necessary for the Fund to make all required regulatory filings, regarding any matter requiring notification under this Section II.A. Except with respect to information that is required to enable the Fund to satisfy all legal requirements, the Custodian may limit the disclosure of information otherwise required of it under this Section II.A to prevent any liability that may arise from such disclosure.

Criminal and Similar Offenses. With respect to each employee of the Custodian (the “Custodian Staff”) who has access to, and the ability to download, upload, modify or otherwise alter data and information (including, as applicable, personal information) relating to the business of the Fund or its clients which is systematically stored by or on behalf of the Custodian (the “Fund Data”), the Custodian shall, to the extent permitted by applicable law, promptly notify the Fund if and as soon as practicable after the Custodian (ia) becomes aware that any such individual is charged with, convicted of or pleads guilty to or pleads no contest to, or (iib) has reasonably determined based on sufficient facts made known to it that any such individual has committed, any criminal offense involving dishonesty or a breach of trust or money laundering, which may include the taking of a false oath, the making of a false report, the making of a false statement to a governmental official or law enforcement officer or under oath, bribery, perjury, burglary, larceny, theft, robbery, extortion, forgery, counterfeiting, fraudulent concealment, embezzlement, fraudulent conversion, possession or use of stolen property (including stolen credit cards or credit card numbers) or misappropriation of funds or securities or conspiracy to commit any of these offenses or felonies of a similar nature (a “Criminal Act”). The Custodian shall preclude any Custodian Staff from performing any services under the Contract if the Custodian (2i) becomes aware that any such individual is convicted of, or pleads guilty to or pleads no contest to, or (3ii) has reasonably determined based on sufficient facts made known to it that any such individual has committed, a Criminal Act. The Custodian shall, to the extent permitted by applicable law, cooperate fully with all reasonable requests by the Fund for additional information, including all statements of individuals and court documentation necessary for the Fund to make all required regulatory filings, regarding any matter requiring notification under this Section II.A. 2.1. Except with respect to information that is required to enable the Fund to satisfy all legal requirements, the Custodian may limit the disclosure of information otherwise required of it under this Section II.A 2.1 to prevent any liability that may arise from such disclosure.