Common use of Records; Visits Clause in Contracts

Records; Visits. (a) The books and records pertaining to each Fund and such Fund’s Series which are in the possession or under the control of BNY Mellon shall be the property of the Fund. The Investment Adviser, the Fund, the independent public accountants of the Fund, Authorized Persons and employees and agents of the SEC shall have access to such books and records at all times during BNY Mellon’s normal business hours. Upon the reasonable request of the Investment Adviser, on behalf of a Fund, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, an Authorized Person and/or employees and agents of the SEC, at the Fund’s expense. (b) BNY Mellon shall keep all books and records with respect to each Series’ books of account, records of each Series’ securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder. (c) BNY Mellon shall preserve for each Fund the books and records required to be maintained under this Agreement for the period(s) required by (i) the 1940 Act and the Commodities Exchange Act, as applicable, and (ii) any court order, regulatory action or subpoena communicated to BNY Mellon by the Investment Adviser on behalf of such Fund. (d) All such books and records shall be maintained in a form reasonably acceptable to the Investment Adviser, and shall be reasonably arranged and indexed by BNY Mellon in a manner that permits reasonably prompt location, access and retrieval of any particular record. BNY Mellon shall not destroy any files, records or documents created or maintained by BNY Mellon pursuant to this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser from time to time or if such destruction is authorized by the Investment Adviser by means of Instructions. Upon the Investment Adviser’s request, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide to the Investment Adviser all books and records of a Fund maintained by BNY Mellon pursuant to this Agreement in the format reasonably specified by the Investment Adviser. Notwithstanding the above, if the format specified by the Investment Adviser on behalf of a Fund is not a format BNY Mellon utilizes to maintain the books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested format.

Records; Visits. (a) The books and records pertaining to each Fund and such Fund’s Series the Administrator or the Funds which are in the possession or under the control of BNY Mellon the Sub-Administrator shall be the property of the FundAdministrator or the Funds, as applicable. The Investment AdviserAdministrator, the Fund, the independent public accountants of the Fund, Funds and Authorized Persons and employees and agents of the SEC shall have access to such books and records at all times during BNY Mellonthe Sub-Administrator’s normal business hours. Upon the reasonable request of the Investment Adviser, on behalf of a FundAdministrator or the Funds, copies of any such books and records shall be provided by BNY Mellon the Sub-Administrator to the FundAdministrator, the Investment Adviser, the independent public accountants of the Fund, Funds or to an Authorized Person and/or employees and agents of the SECPerson, at the Fund’s expensereasonable expense of the Funds. Any such books or records may be maintained in the form of electronic media and stored on any magnetic disk or tape or similar recording method. (b) BNY Mellon The Sub-Administrator shall keep all the following records for the periods prescribed by Rules 31a-1 and 31a-2 under the 1940 Act: (i) All books and records with respect to each Series’ Fund’s books of account, records ; (ii) Records of each SeriesFunds’ securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder.transactions; and (ciii) BNY Mellon shall preserve for each Fund the All other books and records required to be maintained by Rule 31a-1 under this Agreement for the period(s) required by (i) the 1940 Act but only to the extent that such books and records necessarily and specifically relate to the Commodities Exchange Act, as applicable, and (ii) any court order, regulatory action or subpoena communicated services required to BNY Mellon be performed by the Investment Adviser on behalf of such FundSub-Administrator under this Agreement. (c) The Sub-Administrator may house these records in a third party storage facility reasonably acceptable to Administrator. (d) All Upon demand of the Administrator or the Funds, the Sub-Administrator shall promptly turn over to the Administrator or the Funds, at the Administrator’s or the Funds’ reasonable expense, such books and records shall be maintained in a form reasonably acceptable to the Investment Adviser, and shall be reasonably arranged and indexed by BNY Mellon in a manner that permits reasonably prompt location, access and retrieval of any particular record. BNY Mellon shall not destroy any files, records or documents created or maintained by BNY Mellon the Sub-Administrator pursuant to this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser from time to time or if such destruction is authorized Section 5 which are no longer needed by the Investment Adviser by means of Instructions. Upon the Investment Adviser’s request, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide to the Investment Adviser all books and records of a Fund maintained by BNY Mellon pursuant to this Agreement it in the format reasonably specified by performance of its services, provided that the Investment Adviser. Notwithstanding the above, if the format specified by the Investment Adviser on behalf Sub-Administrator shall be entitled to retain copies of a Fund is not a format BNY Mellon utilizes to maintain the books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records only to the requested formatextent required or permitted by law or for customary archival or auditing purposes, subject to Sub-Administrator’s confidentiality obligations hereunder. (e) Upon request, the Sub-Administrator shall provide the Administrator with a copy of the “Report on Controls Placed in Operation and Tests of Operating Effectiveness” on controls placed in operation and on tests of the operating effectiveness of its systems with respect to Fund Accounting and Administration Operations (“SAS 70 Audit”) along with any future updates when issued, within fifteen (15) days from the time the report is generally available for distribution to the Sub-Administrator’s clients. If any audit or report results in a conclusion that Sub-Administrator is not in compliance with any law, audit or regulatory requirement or other requirement set forth in this Agreement, or results in the identification of any control deficiency or other error or deficiency that could reasonably be expected to have an adverse impact on the services, then Sub-Administrator will promptly take appropriate measures to address the noncompliance, error or deficiency and Sub-Administrator shall permit a Fund’s chief compliance officer to access and audit Sub-Administrator’s facilities, but only to the extent necessary to review for Rule 38a-1 compliance. For the avoidance of doubt, such SAS 70 Audit is the Sub-Administrator’s “Confidential Information” as defined below.

Records; Visits. (a) The books and records pertaining to each Fund and such Fund’s Series which are in the possession or under the control of BNY Mellon shall be the property of the Fund. The Investment Adviser, the Fund, the independent public accountants of the Fund, Fund and Authorized Persons and employees and agents of the SEC shall have access to such books and records at all times during BNY MellonBNY’s normal business hours. Upon the reasonable request of the Investment Adviser, on behalf of a Fund, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, Fund or to an Authorized Person and/or employees and agents of the SECincluding in connection with any regulatory request or examination, at the Fund’s expense. (b) BNY Mellon shall keep all books and records with respect to each Series’ books of account, records of each Series’ securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder. In addition, upon notification by a Fund that it is in receipt of or otherwise subject to a court order, regulatory request or order, subpoena, or other similar action or context necessitating the preservation of certain records maintained by BNY for the Fund, BNY shall promptly implement reasonable measures to preserve such records in accordance with the duration or other direction specified by the Fund in accordance with BNY’s policies and procedures and cooperate in the provision to the Fund of such records; provided, however, that if BNY is not able to accommodate any such request, it will reasonably assist the Fund in its efforts to preserve such records, including by transmitting such records to the Fund. (c) BNY Mellon shall preserve for each Fund In addition to the books foregoing, during the term of the Agreement, authorized representatives of the Funds may conduct periodic site visits of BNY’s facilities and inspect BNY’s records required and procedures solely as they pertain to be maintained under this Agreement BNY’s services for the period(s) required by (i) the 1940 Act and the Commodities Exchange Act, as applicable, and (ii) any court order, regulatory action Funds under or subpoena communicated to BNY Mellon by the Investment Adviser on behalf of such Fund. (d) All such books and records shall be maintained in a form reasonably acceptable pursuant to the Investment Adviser, Agreement. Such inspections shall occur during BNY’s regular business hours and shall be reasonably arranged and indexed by BNY Mellon in a manner that permits reasonably prompt location, access and retrieval of any particular record. BNY Mellon shall not destroy any files, records or documents created or maintained by BNY Mellon pursuant to this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser from time to time or if such destruction is authorized by the Investment Adviser by means of Instructions. Upon the Investment Adviser’s request, but subject to BNY Mellonavailability of personnel to facilitate such site visits and to BNY’s records retention, archival, confidentiality and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide to the Investment Adviser all books and records of a Fund maintained by BNY Mellon pursuant to this Agreement in the format reasonably specified by the Investment Adviser. Notwithstanding the above, if the format specified by the Investment Adviser on behalf of a Fund is not a format BNY Mellon utilizes to maintain the books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested formatsecurity requirements.

Records; Visits. (a) BNY Mellon will maintain accurate books and records associated with the services, including without limitation, transactional reports, work specifications, invoices from third party service providers, and receipts. The books and records pertaining to each Fund and such Fund’s Series the Trust which are in the possession or under the control of BNY Mellon shall be the property of the FundTrust. The Investment AdviserSubject to BNY Mellon’s confidentiality obligations, the Fund, the independent public accountants of the Fund, Trust and Authorized Persons and employees and agents of the SEC shall shall, at no additional cost, have access to such books and records at all times during BNY Mellon’s normal business hours. Upon the reasonable request of the Investment Adviser, on behalf of a FundTrust, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, Trust or to an Authorized Person and/or employees and agents of the SECPerson, at the FundTrust’s expense. (b) BNY Mellon shall keep all books and records with respect to each Series’ books of account, records of each Series’ securities transactions and all other books and records as the services to be performed by BNY Mellon is hereunder in the form and manner required to maintain pursuant to Rule 31a-1 by Section 31 of the Investment Company Act of 1940 Act in connection with and the services provided hereunderrules thereunder, as if the Trust was subject to such requirements. (c) In the event the Trust learns of pending or imminent litigation or reasonably anticipates litigation and sends a legal hold notice to BNY Mellon shall preserve for each Fund or in connection with such litigation the books and records required Trust requires documents or other information to be maintained under this Agreement for produced, BNY Mellon agrees to cooperate with the period(s) required by Trust (i) to determine what if any relevant documents and information BNY Mellon has that may be subject to the 1940 Act hold and the Commodities Exchange Act, as applicableto take reasonable steps to preserve that information, and (ii) any court orderto develop and implement a joint litigation response plan, regulatory action or subpoena communicated to at the request of the Trust and the reasonable cost of such steps incurred by BNY Mellon shall be assumed by the Investment Adviser on behalf Trust unless the subject matter of the litigation implicates BNY Mellon in a breach of its obligations under this Agreement, in which case BNY Mellon shall be responsible for its own reasonable costs related to such Fundlegal holds, document production or other litigation responses. (d) All such books and records shall be maintained in a form reasonably acceptable to the Investment Adviser, and shall be reasonably arranged and indexed by BNY Mellon in a manner agrees that permits reasonably prompt locationit will store all records on media designed to protect the usability, access reliability, authenticity and retrieval preservation of any particular recordsuch records for as long as they are needed for the Trust to meet its recordkeeping obligations under this Agreement BNY Mellon shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. BNY Mellon shall agrees that systems for electronic records must be designed so that records will remain accessible, authentic, reliable and useable through any kind of system changes, for the entire period of a Trust’s recordkeeping obligations under this Agreement, which includes, but is not destroy limited to, migration to different software, re-presentation in emulation formats or any files, records or documents created or maintained by BNY Mellon pursuant to this Agreement except in accordance with its record retention policy as communicated other future ways of representing records. (e) Provide reasonable assistance to the Investment Adviser from time to time or if such destruction is authorized by the Investment Adviser by means of Instructions. Upon the Investment Adviser’s request, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide to the Investment Adviser all books and records of a Fund maintained by BNY Mellon pursuant to this Agreement Trust in the format reasonably specified by the Investment Adviser. Notwithstanding the above, if the format specified by the Investment Adviser on behalf handling of a Fund is not a format BNY Mellon utilizes routine regulatory examinations and in response to maintain the books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested formatany non-routine regulatory matters.

Records; Visits. (a) The books and records pertaining to each the Investment Advisor or for any Fund and such Fund’s Series which are in the possession or under the control of BNY Mellon shall be the property of the Investment Advisor or the applicable Fund and shall at all times during the regular business hours of BNY Mellon be open for inspection by duly authorized officers, employees or agents of the Investment Advisor (acting for itself or for the applicable Fund. The Investment Adviser, the Fund), the independent public accountants of the Investment Advisor or the applicable Fund, Authorized Persons and employees and agents of the SEC shall have access to such books and records at all times during BNY Mellon’s normal business hoursSEC. Upon the reasonable request of the Investment Adviser, on behalf of a Fund, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, an Authorized Person and/or employees and agents of the SEC, at the Fund’s expense. (b) BNY Mellon shall keep all books and records with respect to each Series’ books of account, records of each Series’ securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder. (c) BNY Mellon shall preserve for each Fund the books and records required to be maintained under this Agreement for the period(s) required by (i) the 1940 Act and the Commodities Exchange Actrules thereunder, as applicable(ii) the CEA and the rules thereunder, and (iiiii) any court order, regulatory action or subpoena communicated to BNY Mellon by the Investment Adviser on behalf of such Fund. (d) Advisor , the books and records required to be maintained thereunder. All such books and records shall be maintained in a form reasonably acceptable to the Investment AdviserAdvisor , and shall be reasonably arranged and indexed by BNY Mellon in a manner that permits reasonably prompt location, access and retrieval of any particular record, including, if requested the Investment Adviser, within the time period specified by Applicable Authorities. BNY Mellon shall not destroy any files, records or documents created or maintained by BNY Mellon pursuant to this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser Advisor from time to time or if such destruction is authorized by the Investment Adviser Advisor by means of Written Instructions. Upon the Investment AdviserAdvisor’s request, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide surrender to the Investment Adviser Advisor or to such Fund all books and records of a the Fund maintained by BNY Mellon pursuant to this Agreement in the format reasonably specified by the Investment AdviserAdvisor. Notwithstanding the above, if the format specified by the Investment Adviser on behalf of a Fund Advisor is not a format BNY Mellon utilizes to maintain the books and records, the Fund Investment Advisor shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested format.

Records; Visits. (a) The books and records pertaining to each Fund the Trust and such Fund’s Series the Funds which are in the possession or under the control of BNY Mellon shall be the property of the FundTrust. The Investment Adviser, the Fund, the independent public accountants of the Fund, Trust and Authorized Persons and employees and agents of the SEC shall have access to such books and records at all times during BNY Mellon’s normal business hours. Upon the reasonable request of the Investment Adviser, on behalf of a FundTrust, copies of any such books and records shall be promptly provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, Trust or to an Authorized Person and/or employees and agents of the SECPerson, at the FundTrust’s expense. Upon termination or expiration of this Agreement, the parties agree to cooperate in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of a new service provider. BNY Mellon will promptly deliver to the Trust or to any designated third party all books and records created and maintained by BNY Mellon as well as any books and records maintained but not created by BNY Mellon together with a certification that all such books and records created and maintained by BNY Mellon are accurate and complete. For purposes of clarification, BNY Mellon shall not charge the Trust or any successor service provider any fees or expenses associated with delivering the books and records held by it to the successor service provider. Further, BNY Mellon agrees that if this Agreement terminates or expires at the end of a calendar quarter, BNY Mellon will prepare, review and file the Form 10-K or 10-Q, as applicable, and the Form CPO-PQR for the immediately preceding calendar quarter or year, as applicable, in accordance with and subject to the terms and conditions of this Agreement. For the avoidance of doubt, BNY Mellon shall be compensated for the services provided pursuant to Section 10 of this Agreement. (b) BNY Mellon shall (i) keep all books and records with respect to each Series’ Fund’s books of account, (ii) records of each Series’ Fund’s securities transactions transactions, and (iii) all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the 1940 Act Commodity Futures Trading Commission Regulation 1.31 (“CFTC Regulation 1.31”) in connection with the services provided hereunder. (c) BNY Mellon shall preserve for each Fund the books hereunder and records required to be maintained Rule 31a-1 under this Agreement for the period(s) required by (i) the 1940 Act and the Commodities Exchange Act, as applicableif the Fund were subject to such requirements, and (ii) any court order, regulatory action or subpoena communicated to BNY Mellon by the Investment Adviser on behalf of such Fund. (d) All such books and records shall be maintained in a form reasonably acceptable to the Investment Adviser, and shall be reasonably arranged and indexed by BNY Mellon in a manner that permits reasonably prompt location, access and retrieval of any particular record. BNY Mellon shall not destroy any files, records or documents created or maintained by BNY Mellon pursuant to this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser from time to time or if such destruction is authorized by the Investment Adviser by means of Instructions. Upon the Investment Adviser’s request, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide to the Investment Adviser all will maintain those books and records of a Fund maintained the Trust and the Funds, and act as the document repository thereof, as required by BNY Mellon pursuant CFTC Regulation 1.31 and according to this Agreement in the format reasonably specified by the Investment Adviser. Notwithstanding the above, if the format specified by the Investment Adviser on behalf of a Fund is not a format BNY Mellon utilizes to maintain the its normal retention schedule for such books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested format.

Records; Visits. (a) BNY will maintain accurate books and records associated with the services. The books and records pertaining to each the Fund and such the Fund’s Series which are in the possession or under the control of BNY Mellon shall be the property of the FundFund and shall be made available promptly to the Fund in accordance with a reasonable request. The Investment Adviser, the Fund, the independent public accountants of the Fund, Fund and Authorized Persons and employees and agents of the SEC shall have access to such books and records at all times during BNY MellonBNY’s normal business hours. Upon the reasonable request of the Investment Adviser, on behalf of a Fund, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, Fund or to an Authorized Person and/or employees and agents of the SECPerson, at the Fund’s expense. (b) BNY Mellon shall keep all create, maintain and retain books and records for each Series in such a manner as will be materially consistent with respect the obligations applicable to each Series’ books of account, records of each Series’ securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the Fund under (i) the 1940 Act in connection with the services provided hereunder. , including without limitation the requirements of Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, and (cii) the CEA in connection with the services provided hereunder for any Series identified to BNY Mellon shall preserve for each Fund the in writing as being a commodity pool operated by a registered commodity pool operator. All books and records required to created for or on behalf of the Fund and maintained hereunder shall be maintained under this Agreement the property of the Fund and shall at all times during the regular business hours of BNY be open for inspection by duly authorized officers, employees or agents of the Fund, the independent public accountants of the Fund, and employees and agents of the SEC. BNY shall preserve for the period(s) required by (i) the 1940 Act and the Commodities Exchange ActCEA, as applicable, and (ii) any court order, regulatory action or subpoena communicated to BNY Mellon by the Investment Adviser on behalf of such Fund. (d) , the books and records required to be maintained thereunder. All such books and records shall be maintained in a form reasonably acceptable to the Investment AdviserFund, and shall be reasonably arranged and indexed by BNY Mellon in a manner that permits reasonably prompt location, access and retrieval of any particular record, including, if requested by the Fund, within the time period specified by Applicable Authorities. BNY Mellon shall not destroy any files, records or documents Documents created or maintained by BNY Mellon pursuant to this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser Fund from time to time or if such destruction is authorized by the Investment Adviser Fund by means of written Instructions. Upon the Investment AdviserFund’s request, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide surrender to the Investment Adviser Fund all books and records of a the Fund maintained by BNY Mellon pursuant to this Agreement in the format reasonably specified by the Investment AdviserFund. Notwithstanding the above, if the format specified by the Investment Adviser on behalf of a Fund is not a format BNY Mellon utilizes to maintain the books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested format.

Records; Visits. (a) BNY will maintain accurate books and records associated with the services, including without limitation, transactional reports, work specifications, invoices from third party service providers, and receipts. The books and records pertaining to each Fund and such Fund’s Series the Trust which are in the possession or under the control of BNY Mellon shall be the property of the FundTrust. The Investment AdviserSubject to BNY’s confidentiality obligations, the Fund, the independent public accountants of the Fund, Trust and Authorized Persons and employees and agents of the SEC shall shall, at no additional cost, have access to such books and records at all times during BNY MellonBNY’s normal business hours. Upon the reasonable request of the Investment Adviser, on behalf of a FundTrust, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, Trust or to an Authorized Person and/or employees and agents of the SECPerson, at the FundTrust’s expense. (b) BNY Mellon shall keep all books and records with respect to each Series’ books of account, records of each Series’ securities transactions the services to be performed by BNY hereunder in the form and all other books and records as BNY Mellon is manner required to maintain pursuant to Rule 31a-1 by Section 31 of the Investment Company Act of 1940 Act in connection with and the services provided hereunderrules thereunder, as if the Trust was subject to such requirements. (c) In the event the Trust learns of pending or imminent litigation or reasonably anticipates litigation and sends a legal hold notice to BNY Mellon shall preserve for each Fund or in connection with such litigation the books and records required Trust requires documents or other information to be maintained under this Agreement for produced, BNY agrees to cooperate with the period(s) required by Trust (i) to determine what if any relevant documents and information BNY has that may be subject to the 1940 Act hold and the Commodities Exchange Act, as applicableto take reasonable steps to preserve that information, and (ii) any court orderto develop and implement a joint litigation response plan, regulatory action or subpoena communicated to at the request of the Trust and the reasonable cost of such steps incurred by BNY Mellon shall be assumed by the Investment Adviser on behalf Trust unless the subject matter of the litigation implicates BNY in a breach of its obligations under this Agreement, in which case BNY shall be responsible for its own reasonable costs related to such Fundlegal holds, document production or other litigation responses. (d) All BNY agrees that it will store all records on media designed to protect the usability, reliability, authenticity and preservation of such books records for as long as they are needed for the Trust to meet its recordkeeping obligations under this Agreement BNY shall have documented policies, standards and guidelines for converting or migrating data from one record system to another. BNY agrees that systems for electronic records shall must be maintained designed so that records will remain accessible, authentic, reliable and useable through any kind of system changes, for the entire period of a Trust’s recordkeeping obligations under this Agreement, which includes, but is not limited to, migration to different software, re-presentation in a form reasonably acceptable emulation formats or any other future ways of representing records. (e) Provide reasonable assistance to the Investment Adviser, and shall be reasonably arranged and indexed by BNY Mellon in a manner that permits reasonably prompt location, access and retrieval of any particular record. BNY Mellon shall not destroy any files, records or documents created or maintained by BNY Mellon pursuant to this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser from time to time or if such destruction is authorized by the Investment Adviser by means of Instructions. Upon the Investment Adviser’s request, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide to the Investment Adviser all books and records of a Fund maintained by BNY Mellon pursuant to this Agreement Trust in the format reasonably specified by the Investment Adviser. Notwithstanding the above, if the format specified by the Investment Adviser on behalf handling of a Fund is not a format BNY Mellon utilizes routine regulatory examinations and in response to maintain the books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested formatany non-routine regulatory matters.

Records; Visits. (a) BNY Mellon will maintain accurate books and records associated with the services, including without limitation, transactional reports, work specifications, invoices from third party service providers, and receipts. The books and records pertaining to each Fund a Trust and such Funda Trust’s Series Funds which are in the possession or under the control of BNY Mellon shall be the property of the Fundparticular Trust. The Investment AdviserSubject to BNY Mellon’s confidentiality obligations, the Fund, the independent public accountants of the Fund, each Trust and Authorized Persons and employees and agents of the SEC shall shall, at no additional cost, have access to such books and records at all times during BNY Mellon’s normal business hourshours on mutually agreed upon dates. Upon the reasonable request of the Investment Adviser, on behalf of a FundTrust, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, a Trust or to an Authorized Person and/or employees and agents of the SECPerson, at the Funda Trust’s expense. (b) BNY Mellon shall keep all books and records with respect to each Series’ Fund’s books of account, records of each Series’ Fund’s securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 CFTC Regulation 1.31, applicable provisions of the 1940 Act 1933 Act, in connection with the services provided hereunder. (c) BNY Mellon shall preserve for each Fund the books hereunder and records required to be maintained under this Agreement for the period(s) required by (i) the 1940 Act and the Commodities Exchange Act, as applicable, and (ii) any court order, regulatory action or subpoena communicated to BNY Mellon by the Investment Adviser on behalf of such Fund. (d) All such books and records shall be maintained in a form reasonably acceptable preserved pursuant to CFTC Regulation 1.31. BNY Mellon agrees to assist the Funds with their compliance with CFTC Regulation 4.23 by preparing and furnishing upon request to the Investment AdviserTrusts the statement required by paragraph (c)(2) thereof. (c) In the event a Trust learns of pending or imminent litigation or reasonably anticipates litigation and sends a legal hold notice to BNY Mellon or in connection with such litigation a Trust requires documents or other information to be produced, BNY Mellon agrees to cooperate with a Trust (i) to determine what if any relevant documents and information BNY Mellon has that may be subject to the hold and to take reasonable steps to preserve that information, and (ii) to develop and implement a joint litigation response plan, at the request of a Trust and the reasonable cost of such steps incurred by BNY Mellon shall be reasonably arranged and indexed assumed by the Trust unless the subject matter of the litigation implicates BNY Mellon in a manner breach of its obligations under this Agreement, in which case BNY Mellon shall be responsible for its own reasonable costs related to such legal holds, document production or other litigation responses. (d) BNY Mellon agrees that permits reasonably prompt locationit will store all records on media designed to protect the usability, access reliability, authenticity and retrieval preservation of any particular recordsuch records for as long as they are needed for a Trust or Fund to meet its recordkeeping obligations under this Agreement and consistent with the applicable provisions of the 1933 Act (as amended), and CFTC Regulation 1.31. BNY Mellon shall not destroy any fileshave documented policies, records standards and guidelines for converting or documents created or maintained by migrating data from one record system to another. BNY Mellon pursuant to agrees that systems for electronic records must be designed so that records will remain accessible, authentic, reliable and useable through any kind of system changes, for the entire period of a Trust’s recordkeeping obligations under this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser from time to time or if such destruction is authorized by the Investment Adviser by means of Instructions. Upon the Investment Adviser’s requestAgreement, which includes, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide to the Investment Adviser all books and records of a Fund maintained by BNY Mellon pursuant to this Agreement in the format reasonably specified by the Investment Adviser. Notwithstanding the above, if the format specified by the Investment Adviser on behalf of a Fund is not a format BNY Mellon utilizes limited to, migration to maintain different software, re-presentation in emulation formats or any other future ways of re-presenting records. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 10 shall survive the books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested formattermination of this Agreement.

Records; Visits. (a) BNY will maintain accurate books and records associated with the services. The books and records pertaining to each Fund and such Fund’s Series which are in the possession or under the control of BNY Mellon shall be the property of the FundCustomer and shall be made available promptly to the Customer in accordance with a reasonable request. The Investment Adviser, Funds and the Fund, the independent public accountants of the Fund, Customer’s Authorized Persons and employees and agents of the SEC shall have access to such books and records at all times during BNY MellonBNY’s normal business hours. Upon the reasonable request of the Investment Adviser, on behalf of a FundCustomer, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants Customer on behalf of the Fund, Fund or to an Authorized Person and/or employees and agents of the SECPerson, at the Customer’s or the Fund’s expense. (b) BNY Mellon shall keep all create, maintain and retain books and records for each Series in such a manner as will be materially consistent with respect the obligations applicable to each Series’ books of account, records of each Series’ securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the Fund under (i) the 1940 Act in connection with the services provided hereunder. , including without limitation the requirements of Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, and (cii) the CEA in connection with the services provided hereunder for any Series identified to BNY Mellon shall preserve for each Fund the in writing as being a commodity pool operated by a registered commodity pool operator. All books and records required to created for or on behalf of Customer on behalf of any Fund and maintained hereunder shall be maintained under this Agreement the property of the Customer and the applicable Fund and shall at all times during the regular business hours of BNY be open for inspection by duly authorized officers, employees or agents of Customer and the applicable Fund, the independent public accountants of the applicable Fund, and employees and agents of the SEC. BNY shall preserve for the period(s) required by (i) the 1940 Act and the Commodities Exchange ActCEA, as applicable, and (ii) any court order, regulatory action or subpoena communicated to BNY Mellon by the Investment Adviser on behalf of such Fund. (d) Customer, the books and records required to be maintained thereunder. All such books and records shall be maintained in a form reasonably acceptable to the Investment Adviserapplicable Customer, and shall be reasonably arranged and indexed by BNY Mellon in a manner that permits reasonably prompt location, access and retrieval of any particular record, including, if requested by the Customer on behalf of a Fund, within the time period specified by Applicable Authorities. BNY Mellon shall not destroy any files, records or documents Documents created or maintained by BNY Mellon pursuant to this Agreement except in accordance with its record retention policy as communicated to the Investment Adviser Customer from time to time or if such destruction is authorized by the Investment Adviser Customer by means of written Instructions. Upon the Investment AdviserCustomer’s request, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide surrender to the Investment Adviser Customer all books and records of a Fund the Funds maintained by BNY Mellon pursuant to this Agreement in the format reasonably specified by the Investment AdviserCustomer. Notwithstanding the above, if the format specified by the Investment Adviser on behalf of a Fund Customer is not a format BNY Mellon utilizes to maintain the books and records, the Fund Customer shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested format.

Records; Visits. (a) BNY Mellon will maintain accurate books and records associated with the services, including without limitation, transactional reports, work specifications, invoices from third party service providers, and receipts. The books and records pertaining to each Fund a Trust and such Funda Trust’s Series Funds which are in the possession or under the control of BNY Mellon shall be the property of the Fundparticular Trust. The Investment AdviserSubject to BNY Mellon’s confidentiality obligations, the Fund, the independent public accountants of the Fund, each Trust and Authorized Persons and employees and agents of the SEC shall shall, at no additional cost, have access to such books and records at all times during BNY Mellon’s normal business hourshours on mutually agreed upon dates. Upon the reasonable request of the Investment Adviser, on behalf of a FundTrust, copies of any such books and records shall be provided by BNY Mellon to the Fund, the Investment Adviser, the independent public accountants of the Fund, a Trust or to an Authorized Person and/or employees and agents of the SECPerson, at the Funda Trust’s expense. (b) BNY Mellon shall keep all books and records with respect to each Series’ Fund’s books of account, records of each Series’ Fund’s securities transactions and all other books and records as BNY Mellon is required to maintain pursuant to Rule 31a-1 of the 1940 Act Act, applicable provisions of the 1933 Act, in connection with the services provided hereunder. (c) BNY Mellon shall preserve for each Fund the books hereunder and records required to be maintained under this Agreement for the period(s) required by (i) the 1940 Act and the Commodities Exchange Act, as applicable, and (ii) any court order, regulatory action or subpoena communicated to BNY Mellon by the Investment Adviser on behalf of such Fund. (d) All such books and records shall be maintained preserved pursuant to Rule 31a-2 of the 1940 Act. (c) In the event a Trust learns of pending or imminent litigation or reasonably anticipates litigation and sends a legal hold notice to BNY Mellon or in connection with such litigation a form reasonably acceptable Trust requires documents or other information to be produced, BNY Mellon agrees to cooperate with a Trust (i) to determine what if any relevant documents and information BNY Mellon has that may be subject to the Investment Adviserhold and to take reasonable steps to preserve that information, and (ii) to develop and implement a joint litigation response plan, at the request of a Trust and the reasonable cost of such steps incurred by BNY Mellon shall be reasonably arranged and indexed assumed by the Trust unless the subject matter of the litigation implicates BNY Mellon in a manner breach of its obligations under this Agreement, in which case BNY Mellon shall be responsible for its own reasonable costs related to such legal holds, document production or other litigation responses. (d) BNY Mellon agrees that permits reasonably prompt locationit will store all records on media designed to protect the usability, access reliability, authenticity and retrieval preservation of any particular recordsuch records for as long as they are needed for a Trust or Fund to meet its recordkeeping obligations under this Agreement and consistent with the 1940 Act and applicable provisions of the 1933 Act (as amended). BNY Mellon shall not destroy any fileshave documented policies, records standards and guidelines for converting or documents created or maintained by migrating data from one record system to another. BNY Mellon pursuant to agrees that systems for electronic records must be designed so that records will remain accessible, authentic, reliable and useable through any kind of system changes, for the entire period of a Trust’s recordkeeping obligations under this Agreement except in accordance and consistent with its record retention policy as communicated to the Investment Adviser from time to time or if such destruction is authorized by the Investment Adviser by means of Instructions. Upon the Investment Adviser’s request1940 Act, which includes, but subject to BNY Mellon’s records retention, archival, and similar protocols, BNY Mellon shall at the Fund’s expense promptly provide to the Investment Adviser all books and records of a Fund maintained by BNY Mellon pursuant to this Agreement in the format reasonably specified by the Investment Adviser. Notwithstanding the above, if the format specified by the Investment Adviser on behalf of a Fund is not a format BNY Mellon utilizes limited to, migration to maintain different software, re-presentation in emulation formats or any other future ways of re-presenting records. Where such processes do occur, evidence of these processes shall be retained, along with details of any variation in records design and format. This Section 10 shall survive the books and records, the Fund shall pay the expenses reasonably incurred by BNY Mellon in converting such books and records to the requested formattermination of this Agreement.