Records and Access; Audits Clause Samples

Records and Access; Audits. 5.2.1 Upon request, the Service Provider will promptly provide, when it becomes available, its Service Organization Control (“SOC 1”) report issued under the Statement on Standards for Attestation Engagements No. 16 (“SSAE 16”). 5.2.2 The Funds agrees that it shall pay such charges for (a) document collection, duplication, review and retrieval and (b) making the Service Provider personnel available for extraordinary periods as the Service Provider may reasonably request in connection with audits, examinations or inspections. The Funds acknowledge that such charges may include the fees and expenses of external counsel to the Service Provider, provided that the Funds consented to the appointment of such external counsel, which consent shall not be unreasonably withheld. 5.2.3 The Service Provider shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained at the expense of the Service Provider on behalf of the Funds shall be prepared and maintained at the expense of the Service Provider, but shall be the property of the Funds (“Funds Records”). In case of any request or demand for the inspection of Funds Records by another Person, the Service Provider shall notify the Funds, if permitted by all applicable Law, rule regulation or order, and follow the Funds’ instructions as to permitting or refusing such inspection; provided, that the Service Provider may exhibit such records to any Person in any case where it is advised by its counsel that it may be held liable for failure to do so. 5.2.4 Upon termination of this Agreement, the Service Provider may retain archival copies of records of the Funds Records maintained by the Service Provider as part of the Services solely for use in complying with legal and regulatory requirements or Service Provider’s own internal policies.

Records and Access; Audits. 5.2.1 Upon request, the Service Provider will provide its Service Organization Control (“SOC 1”) report issued under the Statement on Standards for Attestation Engagements No. 18 (“SSAE 18”). In addition, from time to time as requested, but such requests shall not exceed one request within any given twelve month period, the Service Provider will furnish the Client a "gap" or "bridge" letter that will address any material changes that might have occurred in the Service Provider’s controls covered in the SOC 1 from the end of the SOC 1 report period through a specified requested date. 5.2.2 The Client agrees that it shall pay reasonable charges for (a) document collection, duplication, review and retrieval and (b) making the Service Provider personnel available for extraordinary periods as the Service Provider may reasonably request in connection with audits, examinations or inspections. The Client and the Service Provider agree that such charges may include the reasonable fees and expenses of external counsel to the Service Provider as mutually agreed by the Parties. 5.

Records and Access; Audits. 5.2.1 Upon request, the Service Provider will provide its Service Organization Control (“SOC 1”) report issued under the Statement on Standards for Attestation Engagements No. 18 (“SSAE 18”). In addition, from time to time as requested, but such requests shall not exceed one request within any given twelve-month period, the Service Provider will furnish the Client a “gap” or “bridge” letter that will address any material changes that might have occurred in the Service Provider’s controls covered in the SOC 1 from the end of the SOC 1 report period through a specified requested date. 5.2.2 The Client agrees that it shall pay reasonable charges for (a) document collection, duplication, review and retrieval and (b) making the Service Provider personnel available for extraordinary periods as the Service Provider may reasonably request in connection with audits, examinations or inspections. The Client and the Service Provider agree that such charges may include the reasonable fees and expenses of external counsel to the Service Provider as mutually agreed by the Parties. 5.2.3 Upon termination of this Agreement, the Service Provider may retain archival copies of records of the Client maintained by the Service Provider as part of the Services (“Client Records”). 5.2.4 The Service Provider agrees to use reasonable efforts to furnish the Client with such information as the Client, on behalf of a Fund, may reasonably request in connection with its complying with the request of any regulatory authorities having jurisdiction over the Client or its Affiliates or investment managers. The Service Provider shall maintain and keep current all records, books, and other documents relating to its activities and obligations under this Agreement in a manner that is sufficient to provide to the Client the information or reports specified under this Agreement. The Service Provider shall allow the Client’s officers and the Client’s independent public accountants, agents, or regulators reasonable access for inspection of the records of the Service Provider as is required by the Client, on behalf of a Fund, in connection with an examination of the books and records pertaining to the affairs of the Client. All Client Records shall be the property of the Client, on behalf of a Fund; provided, however, the Service Provider may retain archival copies which shall be the property of the Service Provider. The Service Provider shall preserve Client Records as provided in Rule 31a-2 under t...

Records and Access; Audits. 5.2.1. Upon request, the Service Provider will provide its Service Organization Control ("SOC 1") report issued under the Statement on Standards for Attestation Engagements ▇▇. ▇▇ ("▇▇▇▇ ▇▇"). 5.2.2. The Client agrees that it shall pay such charges for (a) document collection, duplication, review and retrieval and (b) making the Service Provider personnel available for extraordinary services outside the scope of this Agreement as the Service Provider may reasonably request in connection with audits, examinations or inspections. The Client acknowledges that such charges may include the fees and expenses of external counsel to the Service Provider; provided that costs related to such advice from external counsel will only be borne by the Client if it relates to a special request made by the Client or for a service not part of this Agreement.

Records and Access; Audits. 11.1 FIS shall prepare and maintain records relating to the Services, in the form, manner and for such periods, as it may deem advisable and as may be required by (i) Laws applicable to its business as a transfer agent, including those set forth in Rule 17Ad-6 and Rule 17Ad-7 of the 1934 Act and (ii) its record retention Policies and Procedures. FIS shall also prepare and maintain on behalf of the Client the books and records required under the 1940 Act, including the records required by Rules 31a-1(b)(1) and 31a-l(b)(2)(iv) to the extent they are maintained by FIS in serving as Client’s transfer agent under the 1940 Act, and such other records as are agreed from time to time in writing by FIS and the Client. The books and records maintained by FIS shall be prepared, maintained and, preserved by FIS in such form, for such periods and in such locations as may be required by applicable Law, including Rule 12dl-l(b)(2)(i)(E) under the 1940 Act and applicable provisions of Rule 204-2 under the Investment Advisers Act of 1940, as amended and as otherwise agreed between FIS and Client. 11.2 The books and records maintained by FIS in connection with the Services and this Agreement (the “Client Records”) in FIS’ possession shall be the property of the Client and will be preserved, maintained and made available in accordance with Rule 31a-1 under the 1940 Act, and will be surrendered promptly to the Client on behalf of the Fund on and in accordance with the Client’s request. The Client and the Client’s Authorized Persons shall have access to such Client Records at all times during FIS’ normal business hours. Upon the reasonable advance request of the Client or such authorized representatives, copies of any such Client Records shall be provided by FIS, at the Client’s expense, to the Client or its authorized representatives. If FIS receives a request or demand from a third party to inspect any Client Records, FIS will endeavor to notify the Client in writing and to secure Instructions from the Client or an Authorized Person. Except as otherwise provided in this Agreement, FIS shall not release any Client Records without the Client’s prior written consent. 11.3 In the event that any Client Records are corrupted, lost or sufficiently degraded as to be unusable as a result of the breach of this Agreement or negligence by FIS, or any of its employees or Agents, FIS shall, at its own cost, carry out such remedial action to restore the Client Records as the Client may rea...

Records and Access; Audits. 11.1 FIS shall prepare and maintain records relating to the Services, in the form, manner and for such periods, as it may deem advisable and as may be required by (i) Laws applicable to its business as a transfer agent, including those set forth in Rule 17Ad-6 and Rule 17Ad-7 of the 1934 Act and (ii) its record retention Policies and Procedures. FIS shall also prepare and maintain on behalf of the Client the books and records required under the 1940 Act, including the records required by Rules 31a-1(b)(1) and 31a-l(b)(2)(iv) to the extent they are maintained by FIS in serving as Client’s transfer agent under the 1940 Act, and such other records as are agreed from time to time in writing by FIS and the Client. The books and records maintained by FIS shall be prepared, maintained and, preserved by FIS in such form, for such periods and in such locations as may be required by applicable Law, including Rule 12dl-l(b)(2)(i)(E) under the 1940 Act and applicable provisions of Rule 204-2 under the Investment Advisers Act of 1940, as amended and as otherwise agreed between FIS and Client. 11.2 The books and records maintained by FIS in connection with the Services and this Agreement (the “Client Records”) in FIS’ possession shall be the property of the Client and will be preserved, maintained and made available in accordance with Rule 31a-1 under the 1940 Act, and will be surrendered promptly to the Client on behalf of the Fund on and in accordance with the Client’s request. The Client and the Client’s Authorized Persons shall have access to such Client Records at all times during FIS’ normal business hours. Upon the reasonable advance request of the Client or such authorized representatives, copies of any such Client Records shall be provided by FIS, at the Client’s expense, to the Client or its authorized representatives. If FIS receives a request or demand from a third party to inspect any Client Records, FIS will endeavor to notify the Client in writing and to secure Instructions from the Client or an Authorized Person. Except as otherwise provided in this Agreement, FIS shall not release any Client Records without the Client’s prior written consent. 11.3 In the event that any Client Records are corrupted, lost or sufficiently degraded as to be unusable as a result of the breach of this Agreement or negligence by FIS, or any of its employees or Agents, FIS shall, at its own cost, carry out such remedial action to restore the Client Records as the Client may rea...