Common use of Inspections by the Funds Clause in Contracts

Inspections by the Funds. (1) Upon reasonable notice (normally thirty (30) days) and at the sole expense of the Funds, DST will permit, once per year under normal circumstances or, if reasonably warranted, more frequently, the Funds and their authorized representatives (subject to execution of DST’s standard confidentiality and non-use agreement) to make periodic inspections of its facilities and operations as such involves or is utilized by DST to provide the Services to the Funds. Such inspections shall be at reasonable times during normal business hours and subject to the terms and conditions set forth in this Agreement. (2) In conjunction with the foregoing, the Funds shall have the right to conduct (with notice and at such times as provided in Section 4.J.(1) above) inspections of DST’s Information Security Program. Any such inspection may include review of recordkeeping policies and procedures, business continuity policies and procedures, information security policies and procedures, review of process for maintenance of configurations, process for audit logging, and process to maintain systems and software used by DST, solely as they pertain to DST’s provision of Services to the Funds under this Agreement. All such inspections shall be coordinated through DST’s Internal Audit Office, and DST shall be entitled to observe all inspection activity. The Funds agree that they will not perform any action during an inspection that may interfere with the uptime, stability or smooth and efficient operation of any DST facility or operations or attempt access any DST facility or operations then being used for the benefit of or otherwise engaged in the business of, or any data and information belonging to, another DST client. (3) For the avoidance of doubt, nothing in this Agreement, including the foregoing, is intended to, nor does it, require DST to make available for inspection by the Funds or their authorized representatives in connection with any inspection by the Funds or their authorized representatives (not including any government examiners) any of DST’s operations, data, or records to the extent pertaining to, used in connection with DST’s provision of services to, or otherwise belonging or relating to other DST clients (including information regarding DST’s fees and charges for DST’s services on behalf of such other clients), and the Funds and their authorized representatives agree not to knowingly seek to access or obtain such information and to immediately cease any activities upon seeing any other DST Client’s name on any material, media or screens they might access and to return any data unread except as necessary to determine it related to someone other than the Funds, their Affiliates, agents, business partners or the securityholders of the Funds. Additionally, nothing contained herein shall require DST to provide to the Funds internal audit reports, penetration test results, or other highly sensitive information that DST does not make available to any of its other DST customers. (4) In no event will DST’s support of audits under this Section J entail more than 40 hours per year.