Common use of DEMAND FOR INSPECTION BY THIRD PARTY Clause in Contracts

DEMAND FOR INSPECTION BY THIRD PARTY. In case of any request or demand for the inspection of the stock books of a Fund or any other Records in the possession of the Agent (excluding requests limited to individual shareholders regarding Records pertaining thereto, which requests will be governed by the Operating Procedures), the Agent shall (a) promptly notify the Fund, and (b) adhere to the Fund’s Instructions regarding (i) whether to permit or refuse the inspection and (ii) if the Fund authorizes the inspection, the manners and procedures that will govern the conduct of the inspection. Notwithstanding the immediately preceding sentence, the Agent reserves the right to exhibit the books or Records to any Person in case the Agent is advised in a written opinion from its legal counsel that the Agent may be held responsible for the failure to exhibit the stock books or other books or Records to such Person, provided the Agent delivers on a timely basis to the Funds notice of both any such request and any such opinion of the Agent’s legal counsel, and to provide Records concerning a specific Account, group of related Accounts or Transaction or related Transactions in accordance with the usual practice prior to the execution of this Agreement or the Instructions of the Funds in accordance with Applicable Law.

DEMAND FOR INSPECTION BY THIRD PARTY. In case of any request or demand for the inspection of the stock books of a Fund or any other Records in the possession of the Agent (excluding requests limited to individual shareholders regarding Records pertaining thereto, which requests will be governed by the Operating Procedures), the Agent shall (a) promptly notify the Fund, and (b) adhere to the Fund’s 's Instructions regarding (i) whether to permit or refuse the inspection and (ii) if the Fund authorizes the inspection, the manners and procedures that will govern the conduct of the inspection. Notwithstanding the immediately preceding sentence, the Agent reserves the right to exhibit the books or Records to any Person in case the Agent is advised in a written opinion from its legal counsel that the Agent may be held responsible for the failure to exhibit the stock books or other books or Records to such Person, provided the Agent delivers on a timely basis to the Funds notice of both any such request and any such opinion of the Agent’s 's legal counsel, and to provide Records concerning a specific Account, group of related Accounts or Transaction or related Transactions in accordance with the usual practice prior to the execution of this Agreement or the Instructions of the Funds in accordance with Applicable Law.