Common use of Records and Access Clause in Contracts

Records and Access. Subject to applicable Law, the Service Provider will allow the Client and its independent public accountants, agents or regulators reasonable access to those books and records of the Client maintained by the Service Provider and relating to the Services (“Client Records”) as are reasonably requested by the Client, and will obtain such access from each agent or subcontractor of the Service Provider that maintains Client Records. Service Provider acknowledges that all books and records received or prepared by the Service Provider on behalf of the Client shall be the exclusive property of the Client. Service Provider will maintain Client Records that are required to be maintained by it under this Agreement in accordance with Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended (the “1940 Act”), for the periods required by applicable regulation under the 1940 Act, but not less than seven years from the year to which they relate unless earlier delivered to the Client or as set forth in Section 10(C)(ii) and agrees to surrender all books and records received or prepared by the Service Provider on behalf of the Client to the Client promptly upon request as described in Rule 31a-3 under the 1940 Act. Service Provider may retain copies of any work papers and other documentation so delivered to the extent Service Provider reasonably deems necessary for its legal protection. For the avoidance of doubt, if Service Provider receives any request or demand for the inspection of any of book and records of the Client (including an inspection request by the Client’s investment adviser), Service Provider will endeavor to notify the relevant Client and the Client’s investment adviser to secure instructions from the relevant Client or the Client’s investment adviser as to such inspection. Unless in the reasonable opinion of Service Provider, abiding with any such instructions received from the relevant Client or the Client’s investment adviser would result in a breach of any applicable law, order or regulation to which Service Provider, the Client’s investment adviser and/or that Client is subject, Service Provider shall abide by that Client’s or the Client’s investment adviser’s instructions for granting or denying the inspection, provided that Service Provider may grant the inspection without instructions or in contravention of specific instructions if Service Provider is advised by legal counsel to Service Provider or the relevant Client that failure to do so would result in Service Provider or that Client incurring any liability or being in breach of any applicable law, order or regulation to which that Client, the Client’s investment adviser and/or Service Provider is subject.

Records and Access. Service Provider acknowledges and agrees that, in accordance with certain provisions of the 1940 Act, all records maintained by Service Provider relating to the provision of the Services hereunder (“Client Records”) are the property of the Client. Subject to applicable Law, and upon reasonable request of the Client, the Service Provider will allow the Client and its independent public accountants, accountants and agents or regulators reasonable access to those books and records of the Client maintained by the Service Provider and relating to the Services (“Client Records”) as are reasonably requested by the Client, and will obtain such access from each agent or subcontractor of the Service Provider that maintains Client Records. Service Provider acknowledges that all will also provide access to Governmental Authorities in connection with an examination of the books and records received pertaining to the affairs of the Client, provided that Service Provider will promptly notify Client if any Governmental Authority seeks access to Client Records unless Service Provider is legally prohibited from doing so. Service Provider will ensure that any Administrative Support Provider that maintains Client Records will provide corresponding access. Upon termination of this Agreement, the Service Provider may retain archival copies of Client Records. 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-l and 31a-2 under the 1940 Act which are prepared or prepared maintained by the Service Provider on behalf of the Client shall be prepared and maintained at the exclusive expense of Service Provider, but shall be the property of the Client. Service Provider will maintain may at its option at any time, and shall promptly upon the Client’s demand, turn over to the Client Records that are required and cease to be retain Service Provider’s files, records and documents created and maintained by it under Service Provider pursuant to this Agreement which are no longer needed by Service Provider in accordance with the performance of its services or for its legal protection. If not so turned over to the Client, and subject to Section 10(C)(ii) of this Agreement, such documents and records shall be retained by Service Provider for the period, and in the manner, prescribed under Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended (the “1940 Act”). At the end of the applicable mandatory retention period, for the periods required by applicable regulation under the 1940 Act, but not less than seven years from the year to which they relate unless earlier delivered such records and documents shall be turned over to the Client or as set forth in Section 10(C)(ii) and agrees to surrender all books and records received or prepared by the Service Provider on behalf of unless the Client to authorizes in writing the Client promptly upon request as described in Rule 31a-3 under the 1940 Act. Service Provider may retain copies destruction of any work papers such records and other documentation so delivered to the extent Service Provider reasonably deems necessary for its legal protection. For the avoidance of doubt, if Service Provider receives any request or demand for the inspection of any of book and records of the Client (including an inspection request by the Client’s investment adviser), Service Provider will endeavor to notify the relevant Client and the Client’s investment adviser to secure instructions from the relevant Client or the Client’s investment adviser as to such inspection. Unless in the reasonable opinion of Service Provider, abiding with any such instructions received from the relevant Client or the Client’s investment adviser would result in a breach of any applicable law, order or regulation to which Service Provider, the Client’s investment adviser and/or that Client is subject, Service Provider shall abide by that Client’s or the Client’s investment adviser’s instructions for granting or denying the inspection, provided that Service Provider may grant the inspection without instructions or in contravention of specific instructions if Service Provider is advised by legal counsel to Service Provider or the relevant Client that failure to do so would result in Service Provider or that Client incurring any liability or being in breach of any applicable law, order or regulation to which that Client, the Client’s investment adviser and/or Service Provider is subjectdocuments.