Common use of RECORDS; RIGHT TO AUDIT Clause in Contracts

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ behalf are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for and the Managed Portion Sub-Adviser's duties under this Agreement that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the investments held in the Managed Portion of the Fund made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement. This Section shall not apply to separate records maintained by Sub-Adviser in compliance with Section 204 of the Investment Advisers Act of 1940, which records shall be the property of Sub-Adviser.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement. For the avoidance of doubt, any records and reports maintained by Sub-Adviser are not the official custodial books and records of the Fund.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained it maintains on the Funds’ Fund’s behalf are the property of the respective Fund’s property, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion Funds that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ behalf are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments made by the Sub-Adviser for and the Managed Portion Sub-Adviser’s duties under this Agreement that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained it maintains on the Funds’ Fund’s behalf are the property of the respective Fund’s property, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund Fund, except to which its officers, employees, agents and professional advisers that need to know such records or information pertainin connection with the services provided by Sub-Adviser hereunder, provided such parties are under a duty to keep such information confidential, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Sub- Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ Fund’s behalf are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such Fund any such records upon the Fund’s request, unless such surrender is prohibited as required by applicable federal or state law, regulation, court order, or the rules and regulations of any governmental body or official having jurisdiction over the Sub-Adviser; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ behalf are the property of the respective Fund, and the Sub-Adviser will surrender promptly as soon as reasonably practicable upon request to such Fund any such records upon the Fund’s reasonable request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement. Notwithstanding the foregoing, Sub-Adviser has no responsibility for the maintenance of the records of the Fund, except for those related to the Managed Portion.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 31a-I under the 1940 I940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement. For the avoidance of doubt, any records and reports maintained by Sub-Adviser are not the official custodial books and records of the Fund.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund Fund. pursuant to the requirements of Rule 31a-1 31 a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Sub Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 31 a 1 under the 1940 Act. , The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Xxxx are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not 448999-1 disclose such records or information in any manner mariner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 3la-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Managed Portion’s investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Sub- Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ Fund’s behalf are the property of the respective Fund’s property, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement. For the avoidance of doubt, any records and reports maintained by the Sub-Adviser are not the official custodial books and records of the Fund.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under tinder the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 31 a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 31a-l under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ ' behalf are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ Fund’s behalf are the property of the respective Fund’s property, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 3 a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. , In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund’s investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s written request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required (i) requested by applicable federal or state regulatory authorities, authorities or an auditor or (ii) required by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ behalf are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Subadvisory Agreement LVIP BlackRock Multi-Asset Income Fund:1481216_7 Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 3la-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 3la-l under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ Fund's behalf are the property of the respective Fund's property, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Sub­ Adviser shall preserve for the periods prescribed by Rule 31a-2 3la-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 31 a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Fund's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Sub- Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ ' behalf are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion Porition that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 31 a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ Fund's behalf are arc the property of the respective Fund's properly, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement. For the avoidance of doubt, any records and reports maintained by the Sub-Adviser are not the official custodial books and records of the Fund.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Managed Portion's investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained that it maintains on behalf of the Funds’ behalf Fund are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s 's request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information i)lformation obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner mauner other than expressly authorized by the Fund to which such records or information pertainFund, or if disclosure is expressly required by applicable federal or state regulatory authorities, authorities or by this Agreement. In addition, for the duration of this Agreement, the Sub-Sub- Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, Agreement and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.

RECORDS; RIGHT TO AUDIT. (a) The Sub-Adviser agrees to maintain in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to investments made by the Sub-Adviser for the Managed Portion that are required to be maintained by the Fund Parent Company pursuant to the requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records maintained on the Funds’ Fund’s behalf are the property of the respective Fund, and the Sub-Adviser will surrender promptly to such the Fund any such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser will use records or information obtained under this Agreement only for the purposes contemplated hereby, and will not disclose such records or information in any manner other than expressly authorized by the Fund to which such records or information pertain, or if disclosure is expressly required by applicable federal or state regulatory authorities, or by this Agreement. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer all such records to any entity designated by the Adviser upon the termination of this Agreement.