Common use of Records; Visits Clause in Contracts

Records; Visits. A. Any books and records pertaining to the Fund or the Adviser that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund and the Adviser. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund or the Adviser, copies of any such books and records shall be provided by the Sub-Distributor to the Fund or to an Authorized Person, at the Fund’s expense. B. Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X of this Agreement; 4. Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. Notwithstanding any other provision of this Section IX, any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. (a) Any books and records pertaining to the Trust or any Fund or the Adviser that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Trust and the Advisersuch Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund Trust and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Trust or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Trust or to an Authorized Person, at the FundTrust’s expense. B. (b) Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. (i) Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. (ii) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. (iii) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X 9 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. (v) Notwithstanding any other provision of this Section IX8(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any books and records pertaining to the Fund or the Adviser any Fund that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund and the Advisersuch Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund or to an Authorized Person, at the Fund’s expense. B. Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: (1. ) Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; (2. ) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; (3. ) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X of this Agreement; (4. ) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and (5. ) Notwithstanding any other provision of this Section IXIX.B., any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any books and records pertaining to the any Fund or the Adviser that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund and the Advisersuch Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund Funds and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund or the Advisera Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund or to an Authorized Person, at the such Fund’s expense. B. Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X of this Agreement; 4. Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. Notwithstanding any other provision of this Section IXIX.B., any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. (a) Any books and records pertaining to the Trust or any Fund or the Adviser that are in the possession possession, or under the control control, of the Sub-Distributor, shall be the property of the Fund Trust and the Advisersuch Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund Trust and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Trust or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Trust or to an Authorized Person, at the FundTrust’s expense. B. (b) Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. (i) Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. (ii) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. (iii) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X 9 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. (v) Notwithstanding any other provision of this Section IX8(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any (a) Notwithstanding anything herein to the contrary, the books and records pertaining to the Fund or the Adviser that Funds and their Portfolios which are in the possession or under the control of the Sub-Distributor, PFPC shall be the property of the Fund and the Adviserrespective Funds. Such books and records shall be prepared and maintained as required by under the 1940 Act and other applicable securities laws, rules and regulationsSecurities Laws. The Fund Funds and their Authorized Persons Persons, and employees and agents of the SEC or other governmental authorities with the approval of the Funds, shall have access to such books and records at all times during the Sub-DistributorPFPC’s normal business hours. Upon the reasonable request of the Fund or the Advisera Fund, copies of any such books and records in the form reasonably requested, shall be provided by the Sub-Distributor PFPC to the Fund or to an Authorized Person, Person or to employees and agents of the SEC or other governmental authorities at the Fund’s expense. Any such books and records may be maintained in electronic format if permissible under the Securities Laws and SEC rules and regulations. No records shall be destroyed without the consent of the Funds, except that consent to destroy paper documents may be presumed by PFPC if (i) the Securities Laws no longer require the retention of such records; and (ii) PFPC has not received a request from the Funds to retain all or part of such records (and PFPC expressly agrees to maintain such documents), or transfer all or part of such records to the Funds or a third party designated by the Funds. Any direct out-of-pocket expenses or costs incurred by PFPC to transfer or maintain, pursuant to the Funds’ request, records no longer required to be maintained by the Securities Laws will be paid or reimbursed by the applicable Funds. B. (b) PFPC shall keep the following records: (i) all books and records with respect to each Fund’s books of account. (ii) records of each Portfolio’s securities transactions. (iii) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 under the 1940 Act in connection with the services provided hereunder. (c) Upon termination of this AgreementAgreement with respect to one or more Funds or Portfolios, all documents PFPC shall, at the Funds’ reasonable request and in accordance with Written Instructions, deliver the books and records (including any tangible mediaor copies thereof) related to this Agreement of the terminating Funds or Portfolios that are in the services provided hereunder shall be handled as follows: 1. Notwithstanding anything possession or under control of PFPC, to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. Documents shall be returned to the party that owns the documents to the extent such party so requests, Funds or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X of this Agreement; 4. Either party may request a copy of any document related to this Agreement or the services provided hereunder retained person designated by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. Notwithstanding any other provision of this Section IX, any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable lawFunds.

Records; Visits. A. Any books and records pertaining to the Trust or any Fund or the Adviser that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Trust and the Advisersuch Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund Trust and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Trust or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Trust or to an Authorized Person, at the FundTrust’s expense. B. Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X of this Agreement; 4. Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. Notwithstanding any other provision of this Section IXIX.B., any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. (a) Any books and records pertaining to the Fund Advisor or the Adviser Trust kept under this Agreement, that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Advisor and the Advisersuch Trust, as applicable. Such books and records shall be prepared and maintained as required by the 1940 Act applicable Securities Laws and other applicable securities laws, rules and regulationsregulations including NASD Conduct Rules of FINRA. The Fund Advisor and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Advisor or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Advisor or to an Authorized Person, at the FundAdvisor’s reasonable expense. B. (b) Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything to the contrary in this Agreement, each (i) Each party shall retain the documents it is required by law to maintain; 2. (ii) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. (iii) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X 8 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. (v) Notwithstanding any other provision of this Section IX7(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any (a) The books and records pertaining to the Fund Trust or the Adviser that any Fund, which are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Trust and the AdviserFund. Such books and records shall be prepared and maintained as required by the 1940 Act applicable Securities Laws and other applicable securities laws, rules and regulationsregulations including FINRA Rules. The Fund Trust and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Trust or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Trust or to an Authorized Person, at the FundTrust’s reasonable expense. B. (b) Upon termination or expiration of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything (i) Distributor shall retain the books and records of the Trust specifically related to the contrary this Agreement and shall cooperate in this Agreement, each making such books and records available to regulatory authorities upon request; (ii) Each party shall retain the documents it is required by law to maintain; 2. (iii) Documents not covered by (i) or (ii) above shall be returned to the party that who owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that that, any request for return or destruction is made within 90 days after the expiration or termination of this Agreement; 3. (iv) All documents related to this Agreement or the services provided hereunder hereunder, retained by a party after termination or expiration of this Agreement, that contain Confidential Information of the other party party, shall be maintained subject to the provisions of Section X 10 of this Agreement; 4. (v) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination or expiration of this Agreement; provided that that, the party making the request reimburses the other party for the reasonable copying cost; and 5. (vi) Notwithstanding any other provision of this Section IX9(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination or expiration of this Agreement Agreement, may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any (a) The books and records pertaining to the Fund Trust or the Adviser that any Fund, which are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Trust and the AdviserFund. Such books and records shall be prepared and maintained as required by the 1940 Act applicable Securities Laws and other applicable securities laws, rules and regulationsregulations including FINRA Conduct Rules. The Fund Trust and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Trust or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Trust or to an Authorized Person, at the FundTrust’s reasonable expense. B. (b) Upon termination or expiration of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything (i) Distributor shall retain the books and records of the Trust specifically related to the contrary this Agreement and shall cooperate in this Agreement, each making such books and records available to regulatory authorities upon request; (ii) Each party shall retain the documents it is required by law to maintain; 2. (iii) Documents not covered by (i) or (ii) above shall be returned to the party that who owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that that, any request for return or destruction is made within 90 days after the expiration or termination of this Agreement; 3. (iv) All documents related to this Agreement or the services provided hereunder hereunder, retained by a party after termination or expiration of this Agreement, that contain Confidential Information of the other party party, shall be maintained subject to the provisions of Section X 10 of this Agreement; 4. (v) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination or expiration of this Agreement; provided that that, the party making the request reimburses the other party for the reasonable copying cost; and 5. (vi) Notwithstanding any other provision of this Section IX9(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination or expiration of this Agreement Agreement, may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any books and records pertaining to the Fund or the Adviser any Fund that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund and the AdviserFund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund or to an Authorized Person, at the Fund’s expense. B. Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: (1. ) Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; (2. ) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; (3. ) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X of this Agreement; (4. ) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and (5. ) Notwithstanding any other provision of this Section IXIX.B., any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. (a) Any books and records pertaining to the Fund Advisor or the Adviser Trust kept under this Agreement, that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Advisor and the Advisersuch Trust, as applicable. Such books and records shall be prepared and maintained as required by the 1940 Act applicable Securities Laws and other applicable securities laws, rules and regulations, including, but not limited to rules of FINRA and rules promulgated under the 1934 Act. The Fund Advisor and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Advisor or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Advisor or to an Authorized Person, at the FundAdvisor’s reasonable expense. B. (b) Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything to the contrary in this Agreement, each (i) Each party shall retain the documents it is required by law to maintain; 2. (ii) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. (iii) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X 8 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. (v) Notwithstanding any other provision of this Section IX7(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. (a) Any books and records pertaining to the Fund Company or the Adviser any Fund that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Company and the Advisersuch Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund Company and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s 's normal business hours. Upon the reasonable request of the Fund Company or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Company or to an Authorized Person, at the Fund’s Fund Company's expense. B. (b) Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. (i) Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. (ii) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. (iii) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X 9 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. (v) Notwithstanding any other provision of this Section IX8(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any books and records pertaining to the Fund or the Adviser that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund and the Adviser. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund or the Adviser, copies of any such books and records shall be provided by the Sub-Distributor to the Fund or to an Authorized Person, at the Fund’s expense. B. Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X of this Agreement; 4. Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. 5 Notwithstanding any other provision of this Section IX, any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any (a) Notwithstanding anything herein to the contrary, the books and records pertaining to the Fund or the Adviser that Funds and their Portfolios which are in the possession or under the control of the Sub-Distributor, PFPC shall be the property of the Fund and the Adviserrespective Funds. Such books and records shall be prepared and maintained as required by under the 1940 Act and other applicable securities laws, rules and regulationsSecurities Laws. The Fund Funds and their Authorized Persons Persons, and employees and agents of the SEC or other governmental authorities with the approval of the Funds, shall have access to such books and records at all times during the Sub-Distributor’s PFPC's normal business hours. Upon the reasonable request of the Fund or the Advisera Fund, copies of any such books and records in the form reasonably requested, shall be provided by the Sub-Distributor PFPC to the Fund or to an Authorized Person, Person or to employees and agents of the SEC or other governmental authorities at the Fund’s 's expense. Any such books and records may be maintained in electronic format if permissible under the Securities Laws and SEC rules and regulations. No records shall be destroyed without the consent of the Funds, except that consent to destroy paper documents may be presumed by PFPC if (i) the Securities Laws no longer require the retention of such records; and (ii) PFPC has not received a request from the Funds to retain all or part of such records (and PFPC expressly agrees to maintain such documents), or transfer all or part of such records to the Funds or a third party designated by the Funds. Any direct out-of-pocket expenses or costs incurred by PFPC to transfer or maintain, pursuant to the Funds' request, records no longer required to be maintained by the Securities Laws will be paid or reimbursed by the applicable Funds. B. (b) PFPC shall keep the following records: (i) all books and records with respect to each Fund's books of account. (ii) records of each Portfolio's securities transactions. (iii) all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 under the 1940 Act in connection with the services provided hereunder. (c) Upon termination of this AgreementAgreement with respect to one or more Funds or Portfolios, all documents PFPC shall, at the Funds' reasonable request and in accordance with Written Instructions, deliver the books and records (including any tangible mediaor copies thereof) related to this Agreement of the terminating Funds or Portfolios that are in the services provided hereunder shall be handled as follows: 1. Notwithstanding anything possession or under control of PFPC, to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. Documents shall be returned to the party that owns the documents to the extent such party so requests, Funds or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X of this Agreement; 4. Either party may request a copy of any document related to this Agreement or the services provided hereunder retained person designated by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. Notwithstanding any other provision of this Section IX, any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable lawFunds.

Records; Visits. A. Any (a) The books and records pertaining to the Fund Trust or the Adviser that any Fund, which are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Trust and the AdviserFund. Such books and records shall be prepared and maintained as required by the 1940 Act applicable Securities Laws and other applicable securities laws, rules and regulationsregulations including FINRA Conduct Rules. The Fund Trust and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s 's normal business hours. Upon the reasonable request of the Fund Trust or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Trust or to an Authorized Person, at the Fund’s Trust's reasonable expense. B. (b) Upon termination or expiration of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything (i) Distributor shall retain the books and records of the Trust specifically related to the contrary this Agreement and shall cooperate in this Agreement, each making such books and records available to regulatory authorities upon request; (ii) Each party shall retain the documents it is required by law to maintain; 2. (iii) Documents not covered by (i) or (ii) above shall be returned to the party that who owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that that, any request for return or destruction is made within 90 days after the expiration or termination of this Agreement; 3. (iv) All documents related to this Agreement or the services provided hereunder hereunder, retained by a party after termination or expiration of this Underwriting Agreement as of January 1, 2008 Page 10 of 29 between PFPC Distributors, Inc. and HighMark Funds Agreement, that contain Confidential Information of the other party party, shall be maintained subject to the provisions of Section X 10 of this Agreement; 4. (v) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination or expiration of this Agreement; provided that that, the party making the request reimburses the other party for the reasonable copying cost; and 5. (vi) Notwithstanding any other provision of this Section IX9(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination or expiration of this Agreement Agreement, may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. (a) Any books and records pertaining to the Fund Advisor or the Adviser Funds kept under this Agreement, that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Advisor and the Advisersuch Fund, as applicable. Such books and records shall be prepared and maintained as required by the 1940 Act applicable Securities Laws and other applicable securities laws, rules and regulations, including, but not limited to rules of FINRA and rules promulgated under the 1934 Act. The Fund Advisor and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Advisor or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Advisor or to an Authorized Person, at the FundAdvisor’s reasonable expense. B. (b) Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. Notwithstanding anything to the contrary in this Agreement, each (i) Each party shall retain the documents it is required by law to maintain; 2. (ii) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. (iii) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X 8 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. (v) Notwithstanding any other provision of this Section IX7(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any (a) The books and records pertaining to the Fund Trust or the Adviser that any Fund, which are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Trust and the AdviserFund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund Trust and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s ’ normal business hours. Upon the reasonable request of the Fund Trust or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Trust or to an Authorized Person, at the FundTrust’s expense. B. (b) Upon termination or expiration of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. (i) Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. (ii) Documents shall be returned to the party that who owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the expiration or termination of this Agreement; 3. (iii) All documents related to this Agreement or the services provided hereunder hereunder, retained by a party after termination or expiration of this Agreement, that contain Confidential Information of the other party party, shall be maintained subject to the provisions of Section X 9 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination or expiration of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. (v) Notwithstanding any other provision of this Section IX8(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination or expiration of this Agreement Agreement, may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. Any (a) The books and records pertaining to the Fund or the Adviser that Fund, which are in the possession or under the control of the Sub-DistributorPFPC (“Fund Records”), shall be the property of the Fund and the Adviser. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulationsFund. The Fund and Authorized Persons shall have access to such books and records the Fund Records at all times during the Sub-DistributorPFPC’s normal business hours. Upon the reasonable request of the Fund or the AdviserFund, copies of any such books and records Fund Records shall be provided by the Sub-Distributor PFPC to the Fund or to an Authorized Person, at the Fund’s expense. B. (b) Upon termination or expiration of this Agreement, all Records and all documents (including any tangible media) related to this Agreement or the services provided hereunder and containing Confidential Information (collectively, “Documents”) shall be handled as follows: 1. (i) Notwithstanding anything to the contrary in this Agreement, each party shall may retain the documents Documents, or a copy thereof, it is required by law to maintainmaintain or which it reasonably determines to be relevant to the audits, reviews or examinations that are reasonably likely to be conducted by governmental authorities, self-regulatory authorities, oversight boards, firms of independent auditors or accountants or similar bodies to make determinations or issue reports or certifications with respect to: compliance with rules, regulations, industry standards, policies and procedures or agreements; internal controls; or matters of similar import to the functioning of a transfer agent (“Retained Document”); 2. Documents (ii) Documents, or copies of Documents, not being retained pursuant to Section 4(b)(i) (“Non-Retained Documents”) shall be returned to the party that who owns the documents Non-Retained Documents to the extent such party so requests, requests within 30 days of the expiration or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement. Upon expiration or termination of the Agreement, a receiving party may return Non-Retained Documents to their owner or destroy them. To the extent an owner of Non-Retained Documents requests their return more than 30 days after expiration or termination of the Agreement, the receiving party shall comply with the request to the extent the Non-Retained Documents have not been destroyed; 3. (iii) All documents related to this Agreement or the services provided hereunder Documents retained by a party after termination or expiration of this Agreement, Agreement that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X 5 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; Retained Document provided that the party making the request reimburses the other party for the reasonable copying costand other costs related to the request; and 5. (v) Notwithstanding any other provision of this Section IX4(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement Retained Document may be destroyed by such the retaining party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.

Records; Visits. A. (a) Any books and records pertaining to the Fund Company or the Adviser any Fund that are in the possession or under the control of the Sub-Distributor, shall be the property of the Fund Company and the Advisersuch Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund Company and Authorized Persons shall have access to such books and records at all times during the Sub-Distributor’s normal business hours. Upon the reasonable request of the Fund Company or the Adviserany Fund, copies of any such books and records shall be provided by the Sub-Distributor to the Fund Company or to an Authorized Person, at the FundFund Company’s expense. B. (b) Upon termination of this Agreement, all documents (including any tangible media) related to this Agreement or the services provided hereunder shall be handled as follows: 1. (i) Notwithstanding anything to the contrary in this Agreement, each party shall retain the documents it is required by law to maintain; 2. (ii) Documents shall be returned to the party that owns the documents to the extent such party so requests, or destroyed to the extent such party requests destruction; provided that any request for return or destruction is made within 90 days after the termination of this Agreement; 3. (iii) All documents related to this Agreement or the services provided hereunder retained by a party after termination of this Agreement, that contain Confidential Information of the other party shall be maintained subject to the provisions of Section X 9 of this Agreement; 4. (iv) Either party may request a copy of any document related to this Agreement or the services provided hereunder retained by the other party after termination of this Agreement; provided that the party making the request reimburses the other party for the reasonable copying cost; and 5. (v) Notwithstanding any other provision of this Section IX8(b), any document related to this Agreement or the services provided hereunder, retained by a party after termination of this Agreement may be destroyed by such party according to its normal records destruction schedule, provided that such schedule is consistent with applicable law.