Common use of Delegation; Sub-Contracting Clause in Contracts

Delegation; Sub-Contracting. Sub-Administrator may delegate or subcontract performance of certain of its obligations hereunder to a third party provided that: (i) Sub- Administrator gives the Administrator thirty (30) days prior written notice of its intent to subcontract; provided, however, that in no event shall Sub-Administrator be required to provide Administrator thirty (30) days prior written notice of its intent to subcontract services related to financial statement preparation or print mail services; (ii) the subcontractor agrees to comply with the relevant provisions of the Securities Laws and all other applicable laws, rules and regulations; (iii) such delegation does not materially impair the Administrator’s receipt of services under this Agreement; and (iv) Sub-Administrator remains principally responsible to the Administrator for the acts or omissions of such other subcontractors and anyone employed directly or indirectly by such subcontractor(s). In the event that any such proposed subcontractor is unacceptable to Administrator in its reasonable discretion, Administrator may terminate this Agreement without penalty or further obligation on thirty (30) days prior written notice. Sub-Administrator shall require any subcontractor to maintain adequate and appropriate insurance coverage. Moreover, Sub-Administrator shall not use off-shore resources to perform any or all of Sub-Administrator’s obligations hereunder without the prior written consent of Administrator. Any subcontractor used by Sub-Administrator that may have access to non-public personal information of investors shall execute a confidentiality agreement between Sub-Administrator and subcontractor that binds the subcontractor to the confidentiality obligations substantially similar to the language set forth in Section 6 above.

Delegation; Sub-Contracting. Sub-Administrator may delegate or subcontract performance of certain of its obligations hereunder to a third party provided that: (i) Sub- Sub-Administrator gives the Administrator thirty (30) days prior written notice of its intent to subcontract; provided, however, that in no event shall Sub-Administrator be required to provide Administrator thirty (30) days prior written notice of its intent to subcontract services related to financial statement preparation or print mail services; (ii) the subcontractor agrees to comply with the relevant provisions of the Securities Laws and all other applicable laws, rules and regulations; (iii) such delegation does not materially impair the Administrator’s receipt of services under this Agreement; and (iv) Sub-Administrator remains principally responsible to the Administrator for the acts or omissions of such other subcontractors and anyone employed directly or indirectly by such subcontractor(s). In the event that any such proposed subcontractor is unacceptable to Administrator in its reasonable discretion, Administrator may terminate this Agreement without penalty or further obligation on thirty (30) days prior written notice. Sub-Administrator shall require any subcontractor to maintain adequate and appropriate insurance coverage. Moreover, Sub-Administrator shall not use off-shore resources to perform any or all of Sub-Administrator’s obligations hereunder without the prior written consent of Administrator. Any subcontractor used by Sub-Administrator that may have access to non-public personal information of investors shall execute a confidentiality agreement between Sub-Administrator and subcontractor that binds the subcontractor to the confidentiality obligations substantially similar to the language set forth in Section 6 above.