Common use of Reports and Records Clause in Contracts

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.4 The Fund shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.5 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundFund and/or the General Partner, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic ReportsReports (as defined in Section 13); it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund and the General Partner shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund or the General Partner delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundFund and the General Partner. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, 38362-4 11/22/2016 howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal regular business hours of the Custodian, upon reasonable request, all records maintained by the Custodian pursuant to Section Subsection 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reportselectronic reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time 60 days after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information, provided such sources are selected and information as long as is utilized with reasonable care. The books and records pertaining to the Fund and each designated series or portfolio of the Fund, which are in the possession of the Custodian has shown due diligence shall be the property of the 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 Custodian shall, send copies of statements of custodial activity to the Fund and to its record-keeping agent. Such statements shall include; statement of cash account(s) including transfers to and from such account(s), statements regarding receipt and delivery of securities and statements reflecting month end activity, such statements may also be available through BBH&Co.'s BIDS system. The Custodian shall enter into and shall maintain in attempting effect, at no additional expense to receive complete and accurate informationthe Fund, with appropriate parties one or more agreements making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, the Custodian shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph (a) above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 12.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 12.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph 12.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 12.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundTrust, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph (a) above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Trust all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund Trust shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, 38362-4 2/21/2018 howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 11.1. create and maintain records relating to the performance of its obligations under this AgreementAgreement (including without limitation such reports as may be required pursuant to Section 31(a) of the 1940 Act and the rules thereunder); 11.2 11.2. make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, and permits the copying of all records maintained by the Custodian pursuant to Section paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 11.3. make available to the Fund Funds all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. 11.4. The Fund Funds shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the a Fund delivers written notice of any such discrepancy or error within a reasonable time (but in no event less than 60 days) after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which that may be utilized in certain reports made available to the FundFunds. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal regular business hours of the Custodian, upon reasonable request, all records maintained by the Custodian pursuant to Section Subsection 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reportselectronic reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time 60 days after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information, provided such sources are selected and information as long as is utilized with reasonable care. The books and records pertaining to the Fund and each designated series or portfolio of the Fund, which are in the possession of the Custodian has shown due diligence shall be the property of the 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 Custodian shall send copies of statements of custodial activity to the Fund and to its recordkeeping agent. Such statements shall include: statements of cash account(s) including transfers to and from such account(s), statements regarding receipt and delivery of securities and statements reflecting month end activity. Such statements may also be available through BBH&Co.'s BIDS system. The Custodian shall enter into and shall maintain in attempting effect, at no additional expense to receive complete and accurate informationthe Fund, with appropriate parties one or more agreements making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of unforeseeable third-party equipment failures, the Custodian shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the a Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the a Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund Trust, on behalf of each Fund, shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. 11.1 The Custodian shall: 11.1 11.1.1 create and maintain records relating to the performance of its obligations under this Agreement;; and, (i) as the Fund may from time to time reasonably request, provide the Fund with information in the Custodian’s possession as necessary to assist the Fund in complying with the obligations of the Fund under the 1940 Act, including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, (ii) provide such other reports as reasonably requested by the Fund and mutually agreed by the Fund and the Custodian, and (iii) provide upon request by the Fund the reports concerning the internal accounting controls and financial strength of the custodian as are required by Rule 17f-4 under the 1940 Act; to the extent the information requested is readily available, BBH&Co. will undertake to provide such information promptly upon request and to the extent such information is not readily available, BBH&Co. will provide such information as soon as, in BBH&Co.’s sole determination, reasonably practicable. 11.2 11.1.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 11.1.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. . 11.2 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.3 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long information. 11.4 The Custodian shall provide reasonable cooperation, as the Custodian has shown due diligence Fund may from time to time reasonably request, to provide the Fund or its independent accountants with information in attempting the Custodian’s possession necessary to receive complete assist the Fund in its preparation of the Fund’s Form N-1A, and accurate informationForm N-SAR or other annual reports to the Commission.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its the Trust and/or the Sponsor, their respective auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Fund, the Trust and/or the Sponsor all Electronic ReportsReports (as defined in Section 13); it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund Sponsor shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund Trust or the Sponsor delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund, the Trust and the Sponsor. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 12.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement (including without limitation such reports as may be required pursuant to Section 31(a) of the 1940 Act and the rules thereunder) ; 11.2 12.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, and permits the copying of all records maintained by the Custodian pursuant to Section 11.1 paragraph 12.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 12.3 make available to the Fund Funds all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund Funds shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the a Fund delivers written notice of any such discrepancy or error within a reasonable time (but in no event less than 60 days) after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which that may be utilized in certain reports made available to the FundFunds. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create 5.1 LICENSEE shall keep full, true and maintain accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to RESEARCH FOUNDATION hereunder for five (5) years following the end of the calendar year to which they pertain. Such books and records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employeesshall be made available, upon reasonable request notice and during normal business hours hours, for the inspection of RESEARCH FOUNDATION or its agents (at the sole expense of RESEARCH FOUNDATION) for the purpose of verifying LICENSEE’s royalty statement or compliance in other respects with this Agreement. This obligation to maintain accurate books of account and the right to inspect them shall survive termination of this Agreement for the period described above. 5.2 LICENSEE, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall deliver to RESEARCH FOUNDATION true and accurate reports, giving such particulars of the Custodianbusiness conducted by LICENSEE and its sublicensees during the preceding three-month period under this Agreement as shall be pertinent to a royalty accounting hereunder, all records maintained by including an accounting for Licensed Processes used and Licensed Products and the Custodian pursuant xxxxxxxx, deductions and royalties due with respect thereto. In the event the examination shows an underpayment, LICENSEE shall pay RESEARCH FOUNDATION the amounts underpaid. In addition, in the event the examination shows an underpayment of more than five percent (5%) for any quarter, LICENSEE shall pay the RESEARCH FOUNDATION, in addition to Section 11.1 abovethe amounts underpaid, subject, however, to all reasonable security requirements out-of-pocket costs of the Custodian then applicable audit and interest on the underpayment at the rate of [********]. 5.3 With each such report submitted, LICENSEE shall pay to RESEARCH FOUNDATION the records royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report. 5.4 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a rate of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian [********]. The payment of such interest shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in foreclose RESEARCH FOUNDATION from exercising any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result other rights it may have as a consequence of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to lateness of the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationpayment.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundFund and/or the General Partner, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund and the General Partner shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund or the General Partner delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundFund and the General Partner. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 12.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement (including without limitation such reports as may be required pursuant to Section 31(a) of the 1940 Act and the rules thereunder) ; 11.2 12.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph 12.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 12.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which that may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 The Custodian shall: 11.1.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement and, (i) as the Fund may from time to time reasonably request, provide the Fund with information in the Custodian’s possession as necessary to assist the Fund in complying with the obligations of the Fund under the 1940 Act, including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, (ii) provide such other reports as reasonably requested by the Fund and mutually agreed by the Fund and the Custodian, and (iii) provide upon request by the Fund the reports concerning the internal accounting controls and financial strength of the custodian as are required by Rule 17f-4 under the 1940 Act; to the extent the information requested is readily available, BBH&Co. will undertake to provide such information promptly upon request and to the extent such information is not readily available, BBH&Co. will provide such information as soon as, in BBH&Co.’s sole determination, reasonably practicable; 11.2 11.1.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 11.1.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that so long as such inaccuracyinaccuracies, incompleteness or errors are were not the result of the Custodian's negligence’s failure to meet the standard of care under Section 9 of this Agreement; and 11.1.4 shall provide reasonable cooperation, bad faith or willful misconduct. All such reports and records shallas the Fund may from time to time reasonably request, to provide the extent applicableFund or its independent accountants with information in the Custodian’s possession necessary to assist the Fund in its preparation of the Fund’s Form N-1A, be maintained and preserved in conformity with Form N-CEN, N-PORT or other reports to the 1940 Act and the rules and regulations thereunder. Commission. 11.2 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.3 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement and as required by the 1940 Act, the rules and regulations thereunder, and Applicable Law. All such records shall be the property of the Fund and in the event of the termination of this Agreement, shall be delivered to any successor custodian; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal regular business hours of the Custodian, upon reasonable request, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to therein, provided that the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity Custodian has complied with the 1940 Act and the rules and regulations thereunderstandard of care under this Agreement. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall5.1 ASURAGEN shall maintain and cause its Affiliate(s) to maintain true, accurate and complete books of account, records and files containing an accurate record of all data reasonably necessary for the full computation and verification of sales and the determination of the amounts payable under Article 4 hereof for a period of three (3) years following the period of each report required by Section 5.2 below. 5.2 After the first commercial sale of the Products, ASURAGEN shall deliver to XENOMICS each year true and accurate reports, giving such particulars of the business conducted by ASURAGEN and its Affiliate(s) during the preceding year under this Agreement as shall be pertinent to a royalty accounting hereunder. These shall include the following: 11.1 create (a) total revenues collected from customers for the Products sold by ASURAGEN and maintain records relating to the performance of its obligations under this AgreementAffiliate(s); 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to (b) deductions applicable as provided in Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally1.5; (c) total royalties due; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result (d) amounts of the Custodian's negligence, bad faith or willful misconduct. All such reports withholding taxes. 5.3 Said books and records shallshall be kept at ASURAGEN’s and/or its Affiliate(s) principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the extent applicablenot previously audited, shall be maintained available no more than once in any calendar year for inspection and preserved copying by an independent certified public accountant under obligations of confidentiality as least as restrictive as those set forth in conformity with Article 13, selected by XENOMICS and reasonably acceptable to ASURAGEN and/or its Affiliate(s), upon ten (10) business days advance notice and during regular business hours solely for the 1940 Act and purpose of determining the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly correctness of any discrepancy report and/or payment made under this Agreement. XENOMICS shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an underpayment of five percent (5%) or error thereinmore for the period examined, in which case ASURAGEN shall pay the fees and expenses of the accountant. Unless If, however, the Fund delivers written notice of any report demonstrates that there has been an overpayment by ASURAGEN to XENOMICS, XENOMICS agrees to immediately refund such discrepancy or error within amounts to ASURAGEN. 5.4 ASURAGEN shall pay to XENOMICS the actual royalties due and payable as provided for in Section 4.2 on a reasonable time after its receipt thereofquarterly basis. If no actual royalties are due, such records ASURAGEN shall be deemed to be true so report, and accurate. It is understood that shall make pay the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationMinimum Royalty Payment.

Reports and Records. The Custodian shall: 11.1 create 6.1 LICENSEE shall maintain true and maintain records relating complete books of accounts containing an accurate record of all data necessary for the proper computation of the earned royalty payments required hereunder. LICENSOR shall have the right, by a licensed certified public accountant appointed by it and acceptable to LICENSEE (such acceptance shall not be unreasonably withheld), to examine such books under terms of confidentiality with LICENSEE. All such books shall be available for inspection at all reasonable times upon five (5) business days prior written notice (but not more than once in each calendar year) for the performance sole purpose of its obligations under this Agreement; 11.2 make available to verifying the Fund, its auditors, agents and employees, upon reasonable request and accuracy of the reports rendered by LICENSEE. Such examination shall be made during normal business hours at LICENSEE's principal place of business and such right shall be limited to books not previously examined. The fees and expenses of the Custodianrepresentatives *CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR REDACTED PORTIONS performing such examination shall be borne by LICENSOR, all records maintained unless the royalties due and owing hereunder to LICENSOR are discovered to have been understated by more than three percent (3%) over the Custodian pursuant to Section 11.1 aboveperiod since the last such inspection, subject, however, to all reasonable security requirements in which event the fees and expenses shall be borne by LICENSEE. LICENSEE shall be promptly notified of the Custodian then applicable any underpayment or overpayment of royalties. Any underpayment or overpayment shall be paid to the records appropriate party within thirty (30) days from notice of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy such underpayment or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconductoverpayment. All such reports books and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed preserved for at least three (3) years from the date of the royalty payment to which they pertain. 6.2 LICENSEE will submit to LICENSOR written reports for each of LICENSEE's fiscal quarters accurately identifying worldwide NET SALES in sufficient form and detail as to enable LICENSOR to determine the royalties due. Not later than thirty (30) days following each quarter, LICENSEE shall provide LICENSOR such reports in writing and showing a reasonable summary of all NET SALES during the preceding quarter. Such report shall include payment to LICENSOR of the royalties due. 6.3 Royalty payments on NET SALES which occur outside of the United States of America shall be true and accurate. It is understood that the Custodian now obtains and will calculated in the future obtain information currency of the transaction involved. All royalty payments shall be paid in United States of America dollars converted from local currency at the exchange rate prevailing at Citibank in New York City, U.S.A. on the value last business day of assets from outside sources the fiscal quarter to which may be utilized in certain reports made available such royalty relates. 6.4 If LICENSEE should sublicense its rights to an AFFILIATE or assign this Agreement to an AFFILIATE, LICENSOR shall have the Fundsame rights and the AFFILIATE shall have the same obligations as provided for LICENSEE herein. The Custodian deems such sources to be reliable but it is acknowledged and agreed that LICENSEE shall guarantee the Custodian does not verify nor represent nor warrant as to the accuracy or completeness royalty payments of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationAFFILIATE.

Reports and Records. The Custodian shalla. GATEWAY shall maintain, audit and retain its books and records in accordance with applicable SEC public company requirements. If GATEWAY should cease to be subject to SEC public company accounting and reporting requirements at any time, GATEWAY shall continue to keep full, true and accurate books and records which shall contain all information that may be reasonably necessary for the purpose of showing GATEWAY's compliance with this Agreement, including without limitation, the amounts payable to IHTC hereunder. Such books of account shall be kept at GATEWAY's principal place of business or the appropriate division or affiliated entity of GATEWAY to which this Agreement relates. Such books and the supporting data shall be open to inspection on behalf of IHTC upon reasonable written notice, which at a minimum shall be ten (10) business days, during reasonable business hours to the extent necessary for the purpose of verifying GATEWAY's royalty statement or compliance in other respects with this Agreement. Such inspections shall be made not more than twice each calendar year. Such inspection shall be at the expense of IHTC by an independent certified public accountant appointed by IHTC and to whom GATEWAY has no reasonable objection. GATEWAY may require that the independent certified public accountant appointed by IHTC execute a reasonable nondisclosure agreement as a condition of obtaining access to GATEWAY's books and records. GATEWAY shall retain such records for not less than three (3) years after the close of each calendar year to which the books and records pertain. In the event the independent certified public accountant determines that GATEWAY has underpaid any royalty, IHTC shall promptly inform GATEWAY and GATEWAY shall have thirty (30) days to pay IHTC any undisputed amounts owed to IHTC. If GATEWAY fails to make such payment for undisputed amounts owed by GATEWAY to IHTC within the thirty (30) day period, then the payment shall be subject to the interest obligations set forth in Section 3(d). In addition, if the underpayment is greater than five percent (5%), GATEWAY shall pay the reasonable cost to IHTC of having the independent certified public accountant conduct the inspection. b. Within 30 days of June 30 and December 31 of each year in which GATEWAY is required to pay royalties under Sections 2(h)(i) and 2(h)(ii), GATEWAY shall deliver to IHTC a royalty report, which shall include, at a minimum, the following: 11.1 create (i) The quantity of UNITS sold, leased or transferred for which royalties are due under Section 2(h)(i); (ii) The quantity of UNITS returned to GATEWAY for which GATEWAY is seeking a credit under Section 2(h)(iii); and (iii) The royalty computations. c. With each royalty report, GATEWAY shall pay IHTC the royalties due and maintain records payable under the Agreement. If no royalties shall be due, GATEWAY shall so report. d. Any payments due from GATEWAY under Section 2(h)(i) that are not paid on the date such payments are due under this Agreement shall bear interest at a rate which is the lesser of one percent (1.0%) per month or the maximum legal rate. e. Payments by GATEWAY under Section 2(h)(i) shall be made by wire transfer to [confidential information has been omitted and filed separately with the commission]. Notice of payments shall be sent by GATEWAY to IHTC's address in Section 11. f. IHTC shall bear all taxes imposed on it with respect to the payments of this Section provided, however, that if required by applicable law, GATEWAY shall withhold the amount of taxes levied on payments to be made by GATEWAY pursuant to this Agreement, and shall promptly make payment of the withheld amount to the appropriate tax authorities and shall transmit to IHTC official tax receipts or other evidence issued by such appropriate tax authorities to enable IHTC to support a claim for tax credit with respect to such withheld taxes so paid by GATEWAY. Except for the foregoing, GATEWAY shall be solely responsible and shall pay all taxes, levies and assessments, however characterized, arising from or relating to the performance rights licensed to it hereunder and its exercise of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationthose rights.

Reports and Records. The Custodian shall: 11.1 11.1. create and maintain records relating to the performance of its obligations under this AgreementAgreement (including without limitation such reports as may be required pursuant to Section 31(a) of the 1940 Act and the rules thereunder as relates to the Trust and the Funds and the Companies); 11.2 11.2. make available to the FundFund or Company, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, and permits the copying of all records maintained by the Custodian pursuant to Section paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 11.3. make available to the Fund Funds and Companies all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result therein. 11.4. Each of the Custodian's negligence, bad faith or willful misconduct. All such reports Funds and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund Companies shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the a Fund or Company delivers written notice of any such discrepancy or error within a reasonable time (such time to not exceed 60 days) after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which that may be utilized in certain reports made available to the FundFunds and Companies. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. 11.1 The Custodian shall: 11.1 (i) create and maintain records relating to the performance of its obligations under this Agreement; 11.2 (ii) make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 (iii) make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except therein; and (iv) cooperate with and supply necessary information to the extent that such inaccuracyentity or entities appointed by the Fund’s board of directors to keep the books of account of each Portfolio including, incompleteness or errors are without limitation, the result Fund’s administrator/accounting agent., if directed in writing to do so by the Fund on behalf of the Custodian's negligencePortfolio, bad faith and shall itself keep such books of account. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the applicable Prospectus and shall advise the Fund and its transfer agent daily of the total amounts of such net income, and if instructed in writing by an officer of the fund to do so, shall advise the Transfer Agent periodically of the divisioin of such net income among its various components. The calculations of the daily income of each Portfolio shall be made at the time or willful misconduct. All such reports and records shall, times described from time to time in the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. applicable Prospectus. 11.2 The Fund shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.3 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. 4.1 Licensee shall submit a Progress Report on or before *** of each *** after the Effective Date and continuing throughout the life of this Agreement. Progress Reports shall be considered Licensee’s Confidential Information and are subject to the confidentiality obligations of Article 12. 4.2 Licensee shall submit Royalty Reports during the Royalty Term according to the following schedule: 1st Quarter (January, February, March) *** 2nd Quarter (April, May, June) *** 3rd Quarter (July, August, September) *** 4th Quarter (October, November, December) *** Royalty Reports shall be considered Licensee’s Confidential Information and are subject to the confidentiality obligations of Article 12. 4.3 Licensee shall keep complete, true and accurate books of account and records for the purpose of showing the derivation of all amounts payable to University under this Agreement. Such books and records shall be kept at Licensee’s principal place of business during the term of this Agreement and for *** years from the date of the last sale of Licensed Product, and shall, in accordance with this Section 4.3, be open during the term of this Agreement and *** years thereafter upon advance written notice for inspection at University’s expense by a independent auditor, reasonably selected by University and reasonably approved by Licensee, for the sole purpose of verifying Licensee’s royalty statements or Licensee’s compliance in other respects with this Agreement. Such audit shall take place no more often than once per ***, the independent auditor may not audit further back than *** years, and the independent auditor may not ***. Any such audit shall not unreasonably interfere with the business of Licensee and shall be completed within a reasonable time. The Custodian shall: 11.1 create and maintain records auditor shall not disclose to University any information relating to the performance business or audit of its obligations under this Agreement; 11.2 make available to the FundLicensee, its auditors, agents and employees, upon reasonable request and during normal business hours which shall all be considered Confidential Information of the CustodianLicensee, all records maintained by the Custodian pursuant except that which is necessary to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to inform University of: the accuracy or completeness inaccuracy of such information Licensee’s reports and accordingly payments; compliance or noncompliance by Licensee with the terms and conditions of this Agreement; and the extent of any inaccuracy or noncompliance. 4.4 Inspections made under Section 4.3 shall be without liability at the expense of University, unless a variation or error in selecting any amount payable to University under this Agreement is verified to be under-reported in an amount exceeding *** percent (***%) of the total amount otherwise due, whereupon all costs relating thereto shall be paid by Licensee. Licensee shall promptly pay to University the full amount of any underpayment, together with interest in accordance with Section 3.11. The full amount of any overpayment by Licensee to University shall be creditable towards fees and using such sources and furnishing such information as long as the Custodian has shown royalties due diligence in attempting to receive complete and accurate informationUniversity.

Reports and Records. The Custodian shall: 11.1 create 6.1 XXXX shall keep and maintain preserve, in accordance with generally accepted accounting principles and procedures, complete and accurate books, records relating and accounts containing particulars that are necessary for the purpose of showing the amounts payable to INTEGRA hereunder. Said books, records and accounts shall be kept at REVA’s principle place of business or the performance principle place of its obligations under business of the appropriate division of XXXX to which this Agreement; 11.2 make available to the Fund, its auditors, agents AGREEMENT relates. No more than once per annum said books and employeessupporting data shall be open, upon reasonable request notice at all reasonable times and places during normal business hours for two (2) years following the end of the Custodiancalendar year to which they pertain, all records maintained by to the Custodian inspection of an independent auditor engaged at INTEGRA’S cost (that has signed a confidentiality agreement at least as protective of REVA’s CONFIDENTIAL INFORMATION as Article XII) mutually *** Portions of this page have been omitted pursuant to Section 11.1 abovea request for Confidential Treatment filed separately with the Commission. agreeable to the parties for the purpose of verifying REVA’s royalty statement or compliance in other respects with this AGREEMENT. 6.2 XXXX shall, subjectwithin thirty (30) days after March, however31, June 30, September 30 and December 31, of each year, deliver to all reasonable security requirements INTEGRA true and accurate reports, giving such particulars of the Custodian then applicable business conducted by XXXX and its sublicensees during the preceding calendar quarter under this AGREEMENT as shall be pertinent to a royalty accounting hereunder. These reports shall be duly signed by an authorized signatory of XXXX on behalf of XXXX and shall include at least the records following: (a) number of LICENSED PRODUCTS which are coronary stents made from FIRST GENERATION MATERIALS and the number of LICENSED PRODUCTS which are coronary stents made from SECOND GENERATION MATERIALS manufactured and sold by XXXX and its custody customers generallysublicensees; (b) total royalties due; and 11.3 make available (c) names and addresses of all sublicensees of XXXX. 6.3 With each such report submitted, XXXX shall pay to INTEGRA the Fund all Electronic Reports; it being understood that royalties due and payable under this AGREEMENT. If no royalties are due, XXXX shall so report. 6.4 XXXX shall use the Custodian shall not be liable hereunder for the inaccuracy royalty reporting sheet attached hereto as Appendix D, or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shalla substantial equivalent, to fulfill the extent applicable, be maintained royalty and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly reporting requirements of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationthis Article VI.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundTrust, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Trust all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.4 The Fund Trust shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.5 The Trust acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged the Trust acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement and as the Fund may reasonably request as necessary to assist the Fund in complying with the obligations of the Fund under the 1940 Act, including section 31 thereof and Rules 31a-1 and 31a-2 thereunder; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.4 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.5 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create Borrower shall furnish Lender, upon written request, such information and statements as Lender shall request from time to time regarding Borrower's business affairs, financial condition and the results of its operations. Lender shall maintain records the confidentiality of all information provided by Borrower or Guarantors, shall not disclose any such information to any third Person (other than Lender's attorneys, accountants, auditors, examiners, and regulatory agencies or as otherwise required by law) and shall not use such information for any purpose other than the purposes set forth herein. Without limiting the generality of the foregoing, upon written request, Borrower will provide Lender with: (i) reviewed annual financial statements, prepared in accordance with generally accepted accounting principles applied on a consistent basis, as soon as available, and in any event within ninety (90) days after the end of Borrower's fiscal years; (ii) a copy of Borrower's federal income tax return with respect to the corresponding year on the date when such tax return is due or, if earlier, on the date when available; (iii) on or before the 15th day of each month, monthly agings and reconciliations of accounts payable by invoice date and outstanding or held check registers and (iv) such certificates of Borrower's officers relating to the performance foregoing as Lender may reasonably request. Borrower shall keep and maintain at its and the Guarantors' principal offices, or at such other place as Lender may approve in its discretion reasonably exercised, true and complete books and records of accounts and shall keep such books and records open and available at all times for examination, inspection and copying by Lender and its obligations under this Agreement; 11.2 make available representatives. Borrower and Guarantors shall furnish to the Fund, its auditors, agents and employeesLender, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofrequest, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such other information as long as the Custodian has shown due diligence in attempting Lender may from time to receive complete and accurate informationtime reasonably request.

Reports and Records. The Custodian shall: 11.1 create Borrowers shall furnish to Lender on the third Business Day of each week for the preceding week, a detailed schedule of Borrowers' accounts receivable collected in form and substance as reasonably requested by Lender, including without, limitation, the relevant amount and customer of such accounts receivable and otherwise in form and substance reasonably satisfactory to Lender (the "COLLECTIONS REPORT"). In addition, Borrowers shall furnish Lender, upon written request, such information and statements as Lender shall request from time to time regarding Borrowers' business affairs, financial condition and the results of its operations. Lender shall maintain records the confidentiality of all information provided by Borrowers or Parent, shall not disclose any such information to any third Person (other than Lender's attorneys, accountants, auditors, examiners, and regulatory agencies or as otherwise required by law) and shall not use such information for any purpose other than the purposes set forth herein. Without limiting the generality of the foregoing, upon written request, Borrowers will provide Lender with: (i) reviewed annual financial statements, prepared in accordance with generally accepted accounting principles applied on a consistent basis, as soon as available, and in any event within ninety (90) days after the end of each of Borrowers' fiscal years; (ii) a copy of Borrowers' federal income tax return with respect to the corresponding year on the date when such tax return is due or, if earlier, on the date when available; (iii) on or before the 15th day of each month, monthly agings and reconciliations of accounts payable by invoice date and outstanding or held check registers and (iv) such certificates of Borrowers' officers relating to the performance foregoing as Lender may reasonably request. Borrowers shall keep and maintain at their principal offices, or at such other place as Lender may approve in its discretion reasonably exercised, true and complete books and records of accounts and shall keep such books and records open and available at all times for examination, inspection and copying by Lender and its obligations under this Agreement; 11.2 make available representatives. Borrowers shall furnish to the Fund, its auditors, agents and employeesLender, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofrequest, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such other information as long as the Custodian has shown due diligence in attempting Lender may from time to receive complete and accurate informationtime reasonably request.

Reports and Records. The Custodian shall5.1 On or before the due date of the running royalties set forth in Section 3.2 of this Agreement, LICENSEE shall submit to IDP a written royalty statement showing: 11.1 create (a) Gross receipts and maintain Net Sales of such Licensed Products and/or Licensed Services and the royalty amount due for such Reporting Period, product by product, in each country of the Territory; and (b) Total royalty amount due. LICENSEE shall submit to IDP a written royalty statement even if there are no actual sales of Licensed Products and/or Licensed Services during the Reporting Period. LICENSEE shall use the royalty statement format example in Appendix C attached hereto, which may be modified under mutual written agreement. 5.2 On or before the due date for payment of the amount, if any, by which Creditable Running Royalties exceed Annual Minimum Royalties set forth in Section 3.3 of this Agreement, LICENSEE shall submit to IDP a written payment statement showing the amount, if any, by which Creditable Running Royalties exceed Annual Minimum Royalties. LICENSEE shall use the payment statement format example in Appendix D attached hereto, which may be modified under mutual written agreement. 5.3 LICENSEE shall keep records relating in sufficient detail to enable the fees and royalties payable by LICENSEE hereunder to be determined. Such records shall be maintained for no less than five (5) years after the year to which they pertain. LICENSEE shall permit said records to be inspected at the cost of IDP during regular business hours and on reasonable written notice by an independent auditor selected by IDP and acceptable to LICENSEE for this purpose, but only to the performance of its obligations under this Agreement; 11.2 make available extent necessary to verify the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours amount of the Custodian, all records maintained by the Custodian pursuant fees and royalties payable hereunder to Section 11.1 above, subjectIDP; provided, however, to all reasonable security requirements of the Custodian then applicable should any inspection lead to the records discovery of its custody customers generally; and 11.3 make available to a greater than five percent (5%) understatement in reporting of royalties or other payments due hereunder, LICENSEE shall pay the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that reasonable costs and expense of such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act inspection and the rules and regulations thereunderunderpayment. The Fund auditor making such inspection shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof report to IDP only the information LICENSEE is required to show on a royalty statement as well as fees referred to in Articles 3 and notify the Custodian promptly of any discrepancy or error therein4 hereunder. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which Such audit may be utilized in certain reports made available to conducted no more frequently than once per calendar year during the Fund. The Custodian deems such sources to be reliable but it is acknowledged Term, and agreed that once during the Custodian does not verify nor represent nor warrant as to first twelve (12) month period after the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationTerm.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.. 38362-4 11/22/2016

Reports and Records. The Custodian shall: 11.1 12.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement (including without limitation such reports as may be required pursuant to Section 31(a) of the 1940 Act and the rules thereunder); 11.2 12.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, and permits the copying of all records maintained by the Custodian pursuant to Section 11.1 paragraph 12.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 12.3 make available to the Fund Funds all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund Funds shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the a Fund delivers written notice of any such discrepancy or error within a reasonable time (but in no event less than 60 days) after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which that may be utilized in certain reports made available to the FundFunds. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain complete and accurate records relating to its activities under this Agreement with respect to the performance of its obligations Securities, cash or other property held for the Fund under this Agreement;, including, without limitation, as required by Section 31 of the 1940 Act, and Rules 31a-1 and 32a-2 thereunder. 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. . 11.4 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.5 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. 11.1 The Custodian shall: 11.1 11.1.1 create and maintain complete and accurate records relating to assets held for the account of the Trust and the performance of its obligations under this AgreementAgreement as required by the 1940 Act and the rules and regulations of the Commission; 11.2 11.1.2 make available to the FundTrust, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 11.1.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 11.1.3 make available to the Fund Trust all Electronic Reports, in such form as the Trust shall reasonably request; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.2 The Fund Trust shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed presumed to be true and accurate. It is understood . 11.3 The Trust acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged the Trust acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian BBH&Co. shall: 11.1 12.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement and, (i) as the Fund may from time to time reasonably request, provide the Fund with information in the Custodian’s possession as necessary to assist the Fund in complying with the obligations of the Fund under the 1940 Act, including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, (ii) provide such other reports as reasonably requested by the Fund and mutually agreed by the Fund and BBH&Co., and (iii) provide upon request by the Fund the reports concerning the internal accounting controls and financial strength of the custodian as are required by Rule 17f-4 under the 1940 Act; to the extent the information requested is readily available, BBH&Co. will undertake to provide such information promptly upon request and to the extent such information is not readily available, BBH&Co. will provide such information as soon as, in BBH&Co.’s sole determination, reasonably practicable; 11.2 12.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the CustodianBBH&Co., all records maintained by the Custodian BBH&Co. pursuant to Section 11.1 12.1 above, subject, however, to all reasonable security requirements of the Custodian BBH&Co. then applicable to the records of its custody customers generally; and; 11.3 12.3 make available to the Fund all Electronic Reports; it being understood that the Custodian BBH&Co. shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that so long as such inaccuracy, inaccuracies or incompleteness or errors are were not the result of the Custodian's negligence’s failure to meet the standard of care under Section 9 of this Agreement; and 12.4 shall provide reasonable cooperation, bad faith or willful misconduct. All such reports and records shallas the Fund may from time to time reasonably request, to provide the extent applicableFund or its independent accountants with information in the Custodian’s possession necessary to assist the Fund in its preparation of the Fund’s Form N-1A, be maintained and preserved in conformity with Form N-CEN, N-PORT or other reports to the 1940 Act and the rules and regulations thereunder. Commission. 12.5 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian BBH&Co. promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 12.6 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; and as the Fund may from time to time reasonably request, provide the Fund and/or the Securities and Exchange Commission with such records in the Custodian’s possession as necessary to assist the Fund in complying with the obligations of the Fund under the 1940 Act, including Section 31 thereof, Rules 31a-1 and 31a-2 thereunder, and any subsequently adopted rule or regulation under the 1940 Act; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.4 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.5 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, 38362-4 5/24/2017 howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.. 38362-4 2/13/2017

Reports and Records. 9.1 By [*] of each year, LICENSEE shall furnish to UNIVERSITY a written annual report covering the preceding calendar year. The Custodian shall:report shall include information sufficient to enable UNIVERSITY to satisfy reporting requirements of the Government and for UNIVERSITY to ascertain progress by LICENSEE toward meeting the Agreement’s diligence requirements. Each report shall describe, where relevant: LICENSEE’s progress toward commercialization of Licensed Product(s) and/or Licensed Process(es), including work completed, key scientific discoveries, summary of work-in-progress, current schedule of anticipated events or milestones, market plans for introduction of the Licensed Product(s) or Licensed Process(es), and significant corporate transactions involving the Licensed Product(s) or Licensed Process(es). LICENSEE shall notify each Institution’s Office of Technology Transfer prior to commencing any clinical trials at Institution. In addition, the report shall specify (a) the number or amount of Licensed Product(s) and Licensed Process(es) sold hereunder by LICENSEE and/or its Affiliates or Sublicensees, if any; (b) the total xxxxxxxx for all Licensed Product(s) and Licensed Process(es) sold, if any; (c) deductions as applicable; (d) total royalties due, and (e) the names and addresses of all Sublicensees, if any. 11.1 create 9.2 For a period of [*] years from the date of each report pursuant to Section 9.1, LICENSEE shall keep records adequate to verify each such report and maintain records relating accompanying payment made to the performance of its obligations UN IVERSITY under this Agreement; 11.2 make available , and an independent Certified Public Accountant or Accounting Finn selected by UNIVERSITY and acceptable to LICENSEE (the Fund“Independent Accountant”) [*] = Certain confidential information contained in this document, its auditorsmarked by brackets, agents is omitted because it is both (i) not material and employees(ii) would be competitively harmful if publicly disclosed. may have access, upon on reasonable request and notice during normal regular business hours of the Custodianhours, all records maintained by the Custodian pursuant not to Section 11.1 above, subject, howeverexceed twice per year, to all reasonable security requirements such records to verify such reports and payments. LICENSEE’s acceptance of the Custodian then applicable to the records UNNERSITY’s selection of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian said Independent Accountant shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in unreasonably withheld. Such Independent Accountant shall not disclose to UNIVERSITY any information included therein except to the extent other than that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as relating solely to the accuracy of, or completeness necessity for, the reports and payments made hereunder. The fees and expense of the Independent Accountant performing such information and accordingly verification shall be without liability borne by UNIVERSITY, unless the audit reveals an underpayment of royalty by more than [*], in selecting and using such sources and furnishing such information as long as which case the Custodian has shown due diligence in attempting to receive complete and accurate informationcost of the audit shall be paid by LICENSEE.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundCompany, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records created and maintained by the Custodian pursuant to Section paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Company all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.4 The Fund Company shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund Company delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood . 11.5 The Company acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundCompany. The Custodian deems such sources to be reliable but it is acknowledged the Company acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal regular business hours of the Custodian, upon reasonable request, all records maintained by the Custodian pursuant to Section Subsection 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reportselectronic reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time 60 days after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information, provided such sources are selected and information as long as is utilized with reasonable care. The books and records pertaining to the Fund and each designated series or portfolio of the Fund, which are in the possession of the Custodian has shown due diligence shall be the property of the 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 Custodian shall, send copies of statements of custodial activity to the Fund and to its recordkeeping agent. Such statements shall include; statement of cash account(s) including transfers to and from such account(s), statements regarding receipt and delivery of securities and statements reflecting month end activity, such statements may also be available through BBH&Co.'s BIDS system. The Custodian shall enter into and shall maintain in attempting effect, at no additional expense to receive complete and accurate informationthe Fund, with appropriate parties one or more agreements making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, the Custodian shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

Reports and Records. The Custodian shall(a) During the Term and commencing with the Date of First Sale of a Licensed Product, GALDERMA shall furnish, or cause to be furnished to ANIKA, written reports within fifteen (15) days following the end of each month, showing: 11.1 create (i) the Net Sales of each Licensed Product sold during such month and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours total for all months of the Custodiancurrent calendar year, all records maintained itemized by each country in the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generallyTerritory and by each GALDERMA Seller; and 11.3 make available to (ii) the Fund Units of each Licensed Product sold by each of GALDERMA Seller in each country of the Territory, during such month and the total for all Electronic Reports; it being understood that months of the Custodian current calendar year. (b) In the case of sales outside the United States, such sales shall not be liable hereunder reported in both local currency as well as Dollars, and for the inaccuracy or incompleteness thereof or for errors in any information included therein except purposes of this Article VI, shall be converted to the extent that such inaccuracyDollars using GALDERMA’s standard, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports corporate currency conversion methodology and records shall, to the extent applicable, be maintained policies. (c) GALDERMA shall maintain complete and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all accurate records, howsoever produced or transmittedin accordance with IFRS (International Financial Reporting Standards) practices, promptly upon receipt thereof which are relevant to costs, expenses and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, payments under this Agreement and such records shall be deemed open during reasonable business hours for a period of five (5) years from creation of individual records for reasonable examination at ANIKA’s expense, but not more often than once each year, by a certified public accountant or other representative selected by ANIKA and acceptable to GALDERMA for the sole purpose of verifying the correctness of calculations or such costs, expenses or payments made under this Agreement (the “Audit”). If GALDERMA disagrees with the calculation of the Audit, the Parties will try to resolve the disagreement in good faith. In the absence of material discrepancies (in excess of five percent (5%) of the disputed amount) in any request for reimbursement resulting from such Audit, the accounting expense shall be true paid by ANIKA. If material discrepancies do result, GALDERMA shall bear the portion of the reasonable audit expense allocable to such material discrepancies. Any records or accounting information received from GALDERMA shall be Confidential Information for purposes of Article VII. (d) GALDERMA shall provide ANIKA with a preliminary and accurate. It is understood that unaudited report containing the Custodian now obtains Net Sales for each Calendar Quarter, which shall be divided into aggregate Net Sales in North America and will aggregate Net Sales in the future obtain information on rest of the value countries in the Territory, within five (5) Business Days following the end of assets from outside sources which may each Calendar Quarter. These preliminary and unaudited reports will be utilized in certain superseded by the reports made available furnished under Section 6.5(e). (e) GALDERMA shall provide ANIKA with a final report containing the Net Sales country by country for each Calendar Quarter within thirty (30) days following the end of each Calendar Quarter. Such final reports will be the basis for GALDERMA’s payments to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationANIKA under Section 6.1(c).

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except therein; and 11.4 pursuant to Rule 17f-4 under the 1940 Act, provide to the extent that Fund, promptly upon the Fund’s request, such inaccuracy, incompleteness or errors reports as are available concerning the result internal accounting controls and financial strength of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. custodian. 11.5 The Fund shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.6 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create 11.1. Commencing one (1) year after the first commercial sale of a Product, the LICENSEE shall furnish to LICENSOR a report in writing specifying during the preceding calendar quarter (a) the number or amount of units of such Product sold hereunder by LICENSEE, (b) the total amount invoiced for all units of such Product sold, (c) all of the deductions applicable in computing the amount of Net Sales with respect to such Product, (d) the total amount of royalties received by LICENSEE from Sublicensees in connection with sales of Products by such Sublicensee, (e) total royalties due, and maintain records relating (f) names and addresses of all Sublicensees. Such reports shall be due within sixty (60) days following the last day of each calendar quarter in each year during the term of this Agreement. Each such report shall be accompanied by payment in full of the amount due to the performance LICENSOR in United States dollars calculated in accordance with section 10.1 hereof. 11.2. For a period of its obligations three (3) years from the date of each report pursuant to Section 12.1, LICENSEE shall keep records adequate to verify each such report and accompanying payment made to LICENSOR under this Agreement; 11.2 make available , and an independent Certified Public Accountant or Accounting Firm selected by LICENSOR and acceptable to the FundLICENSEE may have access, its auditorson reasonable business hours, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant not to Section 11.1 above, subject, howeverexceed once per year, to all reasonable security requirements of the Custodian then applicable such records to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All verify such reports and records shall, payments. Such Accountant or Accounting Firm shall not disclose to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of LICENSOR any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood information other than that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as relating solely to the accuracy of, or completeness necessity for, the reports and payments made hereunder. The fees and expenses of such information and accordingly Certified Public Accountant or Accounting Firm performing such verification shall be without liability borne by LICENSOR unless any such audit reveals an underpayment of royalty by more than ten (10%) percent, in selecting and using which case the cost of such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationaudit shall be paid by LICENSEE.

Reports and Records. 11.1 The Custodian shall: 11.1 (i) create and maintain records relating to the performance of its obligations under this Agreement; 11.2 (ii) make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 (iii) make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except therein; and (iv) cooperate with and supply necessary information to the extent that such inaccuracyentity or entities appointed by the Fund’s board of directors to keep the books of account of each Portfolio including, incompleteness or errors are without limitation, the result Fund’s administrator/accounting agent., if directed in writing to do so by the Fund on behalf of the Custodian's negligencePortfolio, bad faith and shall itself keep such books of account. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the applicable Prospectus and shall advise the Fund and its transfer agent daily of the total amounts of such net income, and if instructed in writing by an officer of the fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the daily income of each Portfolio shall be made at the time or willful misconduct. All such reports and records shall, times described from time to time in the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. applicable Prospectus. 11.2 The Fund shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.3 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. 11.1 The Custodian shall: 11.1 11.1.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 11.1.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Fund and the Custodian, all records maintained by the Custodian pursuant to Section 11.1 11.1.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 11.1.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of unless caused directly by the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. . 11.2 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.3 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be commercially reasonable and reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement and as are required of a custodian under the Investment Company Act of 1940 and the rules and regulations thereunder (including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and under applicable Federal and State tax laws; 11.2 make available to the FundTrust, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph (a) above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Trust all Electronic Reports; electronic reports, it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconducttherein. All such records and reports are the property of the Trust and records shall, in the event of termination of this Agreement shall be delivered promptly to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundersuccessor custodian. The Fund or its delegate shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time six (6) consecutive calendar months after its receipt thereofan audit of such records performed by certified public accountants employed by the Trust, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as information, provided that the Custodian has shown due exercised reasonable care and diligence in attempting to receive complete selecting such sources and accurate informationhas complied with its obligations herein or under the Accounting Agency Agreement between the Custodian and the Trust.

Reports and Records. The Custodian shall: 11.1 : (a) create and maintain records relating to the performance of its obligations under this Agreement; 11.2 ; (b) make available to the FundTrust, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 abovethis Section, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 and (c) make available to the Fund Trust all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.1 The Fund Trust shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.2 The Trust acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable and maintains procedures reasonably designed to detect errors in such information, but it is acknowledged the Trust acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. RWB shall submit a detailed resale and inventory report segregated by Product type to Avicanna no later than five (5) days after the end of each full calendar quarter. The Custodian shall: 11.1 create report shall identify the months covered and shall provide: the total quantity of each Product sold in such period, the identity of any Sub-Distributor, the quantity of each Product sold to each Sub-Distributor, and information for any customer returns or complaints. RWB shall maintain records relating of its sales of Product by serial number for all sales to Customers for resale (which, for clarity, includes sales to retail Customers and Sub-Distributors) and, upon Avicanna’s reasonable request and provision of a serial number to RWB, RWB shall promptly provide Avicanna with the name, order size, and order history of such Customer that purchased the Product with such serial number; provided however, that nothing herein shall be construed to obligate RWB to provide the identity of Customers not purchasing Product for resale or re-distribution. RWB shall keep Avicanna informed of relevant market trends, customer needs, competitive activity and economic and regulatory conditions affecting the Products and shall, subject to payment of a fee to RWB in an amount to be agreed from time-to-time, provide Avicanna with a written report with respect to the performance foregoing matters upon request. RWB shall accurately maintain all records as necessary or appropriate to satisfy Applicable Laws or to establish RWB’s compliance with the provisions of this Agreement or as otherwise reasonably requested by Avicanna, and shall provide Avicanna and its obligations under this Agreement; 11.2 representatives with reasonable access to same (including the right to make copies of such records) during and after the term hereof; provided, however, that nothing herein shall be construed to obligate RWB to make available to Avicanna any information relating to Avicanna’s competitors, competing products and other valuable competitive information without the Fundpayment, its auditorsto RWB, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained monetary consideration in an amount to be agreed by the Custodian pursuant Parties, and subject always to Section 11.1 above, subject, however, RWB’s compliance with all non-disclosure and similar agreements restricting RWB’s rights to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in share any particular information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationthird parties.

Reports and Records. 11.1 The Custodian shall: 11.1 (i) create and maintain records relating to the performance of its obligations under this Agreement; 11.2 (ii) make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 (iii) make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except therein; and (iv) cooperate with and supply necessary information to the extent that such inaccuracyentity or entities appointed by the Fund’s board of directors to keep the books of account of each Portfolio including, incompleteness or errors are without limitation, the result Fund’s administrator/accounting agent., if directed in writing to do so by the Fund on behalf of the Custodian's negligencePortfolio, bad faith and shall itself keep such books of account. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the applicable Prospectus and shall advise the Fund and its transfer agent daily of the total amounts of such net income, and if instructed in writing by an officer of the fund to do so, shall advise the Transfer Agent periodically of the divisioin of such net income among its various components. The calculations of the daily income of each Portfolio shall be made at the time or willful misconduct. All such reports and records shall, times described from time to time in the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. applicable Prospectus 11.2 The Fund shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.3 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reportselectronic reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved as otherwise provided in conformity with the 1940 Act and the rules and regulations thereunderthis Agreement. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 10.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 10.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph (a) above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 10.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement (including without limitation such reports as may be required pursuant to Section 31(a) of the 1940 Act and the rules thereunder as are applicable to the Custodian and relate to the Trust and the Funds); 11.2 make available to the FundTrust, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Trust all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.4 The Fund Trust shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.5 The Trust acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged the Trust acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating FPS agrees to the performance of its obligations under this Agreement; 11.2 make available furnish to Torray, the Fund, its and to their properly authorized auditors, agents investment advisers, examiners, distributors, dealers, underwriters, salesmen, insurance companies and employeesother designated by Torray or the Fund such report at such times as are prescribed in Schedule "A" attached hereto, or as subsequently agreed upon reasonable by the parties pursuant to an amendment to Schedule "A". FPS also agrees that, on the request and during normal business hours of Torray or the CustodianFund, FPS will make available copies of all records maintained by FPS as may reasonable be requested by Torray or the Custodian pursuant fund to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then ensure compliance with this Agreement and applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent law. FPS agrees that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, will be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Securities and Exchange Commission in accordance with the requirements of Rule 17Ad-7(g) under the Exchange Act. Ownership All records and other data created and maintained by FPS pursuant to this Agreement and Schedule "A" are the exclusive property of the Fund and all such records and other data will be furnished to the Fund as soon as practicable after termination of this Agreement for any reason. All services provided by FPS on behalf of Torray for the benefit of the Fund are subject to the control, direction, and supervision of the Board of Directors of Torray and the Board of Trustees of the Fund and must be in compliance with the objectives, policies and limitations set forth in the Fund's registration statement, Declaration and By-Laws, applicable laws and regulations and all resolutions and policies implemented by the Board of Trustees of the Fund. FPS will immediately advise Torray and the Fund in writing of any discrepancies, errors or inaccuracies in the records, accounts and documents maintained by FPS pursuant to this Agreement. For all purposes under this Agreement, FPS is authorized to act upon receipt of the first of any Written or Oral Instruction it receives from the Fund, Torray or their agents. In cases where the first instruction is an Oral Instruction that is not in the form of a document or written record, confirmatory Written Instruction or Oral Instruction in the form of a document or written record shall be delivered, and in cases where FPS receives an Instruction, whether Written or Oral, to enter a portfolio transaction on the records, the Fund shall cause the broker/dealer executing such transaction to send a written confirmation to the Custodian. FPS shall be entitled to rely on the first Instruction received, and for any act or omission undertaken in compliance therewith shall be free of liability and fully indemnified and held harmless by Torray, provided however, that in the event a Written or Oral Instruction received by FPS is countermanded by a timely received subsequent written or Oral Instruction prior to acting upon such countermanded Instruction, FPS shall act upon such subsequent Written or Oral Instruction. The Custodian deems sole obligation of FPS with respect to any follow-up or confirmatory Written Instruction, Oral Instruction in documentary or written form, shall be to make reasonable efforts to detect any such sources discrepancy between the original Instruction and such confirmation and to report such discrepancy to the Fund and Torray. Torray shall be reliable but it is acknowledged and agreed that responsible, at Torray's expense, for taking any action, including any reprocessing, necessary to correct any discrepancy or error. To the Custodian does not verify nor represent nor warrant extent such action requires FPS to act, the Fund or Torray shall give FPS specific Written Instruction as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationaction required.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement and, (i) as the Fund may from time to time reasonably request, provide the Fund with information in the Custodian’s possession as necessary to assist the Fund in complying with the obligations of the Fund under the 1940 Act, including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, (ii) provide such other reports as reasonably requested by the Fund and mutually agreed by the Fund and the Custodian, and (iii) provide promptly upon request by the Fund the reports concerning the internal accounting controls and financial strength of the custodian as are required by Rule 17f-4 under the 1940 Act.; all such books and records that the Custodian maintains hereunder pertaining to the Fund are the property of the Fund; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.4 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.5 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall5.1 Fairview shall maintain and cause its Affiliate(s) to maintain true, accurate and complete books of account, records and files containing an accurate record of all data reasonably necessary for the full computation and verification of sales and the determination of the amounts payable under Article 4 hereof for a period of at least five (5) years following the period of each report required by Section 5.2 below. 5.2 After the first commercial sale of the Laboratory Services, Fairview shall deliver to TROVAGENE within thirty (30) days following each calendar quarter true and accurate reports, giving such particulars of the business conducted by Fairview and its Affiliate(s) during the preceding quarter under this Agreement as shall be pertinent to a royalty accounting hereunder regarding the Granted Rights pursuant to Section 2.1. These reports shall include at least the following: 11.1 create (a) number of the Laboratory Services sold by Fairview and maintain its Affiliate(s) and paid by customers; (b) total revenues received from customers for the Laboratory Services sold by Fairview and its Affiliate(s); (c) deductions applicable as provided in Section 1.5; (d) total royalties due. 5.3 Said books and records relating shall be kept at Fairview’s and/or its Affiliate(s) principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the performance extent not previously audited, shall be available for inspection and copying by an independent certified public accountant selected by TROVAGENE and reasonably acceptable to Fairview and/or its Affiliate(s), upon thirty (30) business days advance notice and during regular business hours, and upon signing reasonable documentation to insure the privacy of its obligations any and all patient related information, in order to enable TROVAGENE to ascertain the correctness of any report and/or payment made under this Agreement; 11.2 make available . TROVAGENE shall pay the fees and expenses of the accountant engaged to perform the Fundaudit, its auditorsunless such audit reveals an underpayment of five percent (5%) or more for the period examined, agents in which case Fairview shall pay all reasonable costs and employeesexpenses incurred by TROVAGENE in the course of making such determination, upon reasonable request including, without limitation, the fees and expenses of the accountant and attorney’s fees if any incurred to enforce TROVAGENE rights. Audits should be no more than twice a year, preferably no more often than once each year. It should be scheduled during normal business hours and the audit should not interfere with operations of Fairview or the department. The auditors should be subject to Fairview’s policies while on Fairview’s premises so long as said policies do not interfere with the timely completion of the Custodianaudit. Fairview should also require that TROVAGENE should be responsible for the auditor’s actions while on Fairview’s premises. Fairview shall have present a Fairview employee to monitor the audit, all records maintained and also shall have the right to review, and contest, if applicable the audit results. If Fairview disputes the audit results then the parties shall designate a manager or above to meet and try to resolve the issue, and if the issue is not resolved at that level then the parties may escalate the dispute to the Vice President or higher or opt to arbitrate the issue. If the dispute is resolved by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; parties and it being understood is determined that the Custodian underpayment is less than 5%, then each party shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after bear its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationown costs.

Reports and Records. The Custodian shall5.1 MLL shall maintain and cause its Affiliate(s) to maintain true, accurate and complete books of account, records and files containing an accurate record of all data reasonably necessary for the full computation and verification of sales and the determination of the amounts payable under Article 4 hereof for a period of at least five (5) years following the period of each report required by Section 5.2 below. 5.2 After the first commercial sale of the Laboratory Services, MLL shall deliver to TROVAGENE within thirty (30) days following each calendar quarter true and accurate reports, giving such particulars of the business conducted by MLL and its Affiliate(s) during the preceding quarter under this Agreement as shall be pertinent to a royalty accounting hereunder regarding the Granted Rights pursuant to Section 2.1. These reports shall include at least the following: 11.1 create (a) quantity of the Laboratory Services sold by MLL and maintain its Affiliate(s) and paid by customers either directly or indirectly through appointed or subcontracted third party laboratories; (b) gross sales amounts received from customers for the Laboratory Services sold by MLL and its Affiliate(s); (c) itemized list of deductions applicable pursuant to Section 1.5; (d) total royalties due to TROVAGENE; and 5.3 Said books and records relating shall be kept at MLL’s and/or its Affiliate(s) principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records shall be available for inspection and copying by an independent certified public accountant selected by TROVAGENE and reasonably acceptable to MLL and/or its Affiliate(s), upon ten (10) business days advance notice and during regular business hours in order to enable TROVAGENE to ascertain the performance correctness of its obligations any report and/or payment made under this Agreement; 11.2 make available to . TROVAGENE shall pay the Fund, its auditors, agents fees and employees, upon reasonable request and during normal business hours expenses of the Custodianaccountant engaged to perform the audit, all records maintained by unless such audit reveals an underpayment of five percent (5%) or more for the Custodian pursuant to Section 11.1 aboveperiod examined, subject, however, to in which case MLL shall pay within thirty (30) days all reasonable security requirements costs and expenses incurred by TROVAGENE in the course of making such determination, including, without limitation, the fees and expenses of the Custodian then applicable accountant and attorney’s fees if any incurred to enforce TROVAGENE rights. 5.4 MLL shall pay to TROVAGENE the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian actual royalties due and payable as provided for in Section 4.1 on a quarterly basis. If no actual royalties are due, MLL shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationso report.

Reports and Records. The Custodian BBH&Co. shall: 11.1 12.1 create and maintain records relating to the performance of its obligations under this AgreementAgreement and, (i) as the Fund may from time to time reasonably request, provide the Fund with information in the Custodian’s possession as necessary to assist the Fund in complying with the obligations of the Fund under the 1940 Act, including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, (ii) provide such other reports as reasonably requested by the Fund and mutually agreed by the Fund and BBH&Co., and (iii) provide upon request by the Fund the reports concerning the internal accounting controls and financial strength of the custodian as are required by Rule 17f-4 under the 1940 Act; to the extent the information requested is readily available, BBH&Co. will undertake to provide such information promptly upon request and to the extent such information is not readily available, BBH&Co. will provide such information as soon as, in BBH&Co.’s sole determination, reasonably practicable; 11.2 12.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the CustodianBBH&Co., all records maintained by the Custodian BBH&Co. pursuant to Section 11.1 12.1 above, subject, however, to all reasonable security requirements of the Custodian BBH&Co. then applicable to the records of its custody customers generally; and 11.3 12.3 make available to the Fund all Electronic Reports; it being understood that the Custodian BBH&Co. shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that so long as such inaccuracy, inaccuracies or incompleteness or errors are were not the result of the Custodian's negligence’s failure to meet the standard of care under Section 9 of this Agreement; 12.4 shall provide reasonable cooperation, bad faith or willful misconduct. All such reports and records shallas the Fund may from time to time reasonably request, to provide the extent applicableFund or its independent accountants with information in the Custodian’s possession necessary to assist the Fund in its preparation of the Fund’s Form N-1A, be maintained and preserved in conformity with Form N-CEN, N-PORT or other reports to the 1940 Act and the rules and regulations thereunder. Commission. 12.5 The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian BBH&Co. promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such of the records the records shall be deemed to be true and accurate. It is understood . 12.6 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. 11.1 The Custodian shall: 11.1 (i) create and maintain records relating to the performance of its obligations under this Agreement; 11.2 (ii) make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 (iii) make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except therein; and (iv) cooperate with and supply necessary information to the extent that such inaccuracyentity or entities appointed by the Fund’s board of directors to keep the books of account of each Portfolio including, incompleteness or errors are without limitation, the result Fund’s administrator/accounting agent., if directed in writing to do so by the Fund on behalf of the Custodian's negligencePortfolio, bad faith and shall itself keep such books of account. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the applicable Prospectus and shall advise the Fund and its transfer agent daily of the total amounts of such net income, and if instructed in writing by an officer of the fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the daily income of each Portfolio shall be made at the time or willful misconduct. All such reports and records shall, times described from time to time in the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. applicable Prospectus 11.2 The Fund shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error thereinerror. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereofof the records, such the records shall be deemed to be true and accurate. It is understood . 11.3 The Fund acknowledges that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged the Fund acknowledges and agreed agrees that the Custodian does not verify such information nor represent nor warrant make any representations or warrantees as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: : 11.1 create and maintain records relating to the performance of its obligations under this Agreement; ; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, 38362-4 4/26/2017 howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundTrustees, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph (a) above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Portfolio all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund Trustee shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers Trustees deliver written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundPortfolio. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 11.1. create and maintain records relating to the performance of its obligations under this Agreement; 11.2 11.2. make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 11.3. make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundTrust, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 II.l above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 make available to the Fund Trust all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except therein; 11.4 pursuant to Rule 17f-4 under the 1940 Act, provide to the extent that Trust, promptly upon the Trust's request, such inaccuracy, incompleteness or errors reports as are available concerning the result internal accounting controls and financial strength of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund Trust shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal regular business hours of the Custodian, upon reasonable request, all records maintained by the Custodian pursuant to Section Subsection 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reportselectronic reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time 60 days after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information, provided such sources are selected and information as long as is utilized with reasonable care. The books and records pertaining to the Fund and each designated series or portfolio of the Fund, which are in the possession of the Custodian has shown due diligence in attempting to receive complete shall be the property of the Fund. Such books and accurate information.records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement, its internal accounting controls and financial strength, and as are required of a custodian under the Investment Company Act of 1940 and the rules and regulations thereunder (including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and under applicable Federal and State tax laws; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal regular business hours of the Custodian, upon reasonable request all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 make available to the Fund all Electronic Reports; it being understood that ; 11.4 shall provide, promptly upon request by the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that Fund, such inaccuracy, incompleteness or errors reports as are the result of the Custodian's negligence, bad faith or willful misconductcustomary and available regarding its internal accounting controls and financial strength. All such records and reports are the property of the Fund and records shall, in the event of termination of this Agreement shall be delivered promptly to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundersuccessor custodian. The Fund or its delegate shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time six (6) consecutive calendar months after its receipt thereofan audit of such records performed by certified public accountants employed by the Fund, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as information, provided that the Custodian has shown due exercised reasonable care and diligence in attempting to receive complete selecting such sources and accurate informationhas complied with its obligations herein or under the Accounting Agency Agreement between the Custodian and the Fund.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement, its internal accounting controls and financial strength, and as are required of a custodian under the Investment Company Act of 1940 and the rules and regulations thereunder (including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and under applicable Federal and State tax laws; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal regular business hours of the Custodian, upon reasonable request, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such records and reports are the property of the Fund and records shall, in the event of termination of this Agreement shall be delivered promptly to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundersuccessor custodian. The Fund or its delegate shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time six (6) consecutive calendar months after its receipt thereofan audit of such records performed by certified public accountants exployed by the Fund, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as information, provided that the Custodian has shown due exercised reasonable care and diligence in attempting to receive complete selecting such sources and accurate informationhas complied with its obligations herein or under the Accounting Agency Agreement between the Custodian and the Fund.

Reports and Records. The Custodian shall: 11.1 create and maintain 5.01 LICENSEE agrees to keep records relating to showing the performance sales or other disposition of its obligations ROYALTY-BASE PRODUCTS sold or otherwise disposed of under the license granted in this Agreement; 11.2 make available . Such records shall be maintained as CONFIDENTIAL INFORMATION of LICENSEE. Records should be in sufficient detail to enable the Fundroyalties payable hereunder by LICENSEE to be determined, and LICENSEE further agrees to permit its auditors, agents books and employeesrecords to be examined, upon [*] prior written notice once per calendar year for the sole purpose of verifying the accuracy of LICENSEE's payments and compliance with this Agreement, such examination to be made at the expense of the LICENSOR by an auditor or certified public accountant appointed by LICENSOR who shall be reasonably acceptable to LICENSEE, or, at the expense of LICENSEE, by a certified public accountant appointed by LICENSEE who shall be reasonably acceptable to LICENSOR. The auditor shall enter into a reasonable request confidentiality agreement with LICENSEE and shall report to LICENSOR only whether there has been a royalty underpayment and, if so, the amount thereof. Such access shall be permitted during LICENSEE'S normal business hours during the term of this Agreement and for [*] after the expiration or termination of this Agreement. 5.02 Prior to the first commercial sale of ROYALTY-BASE PRODUCTS, LICENSEE shall provide [*] progress reports within [*] of the Custodianend of each [*] detailing its efforts, and the efforts of all records maintained by the Custodian pursuant to Section 11.1 above, subject, howeverAFFILIATE(S) and sublicensees, to all reasonable security requirements bring the inventions licensed under this Agreement to the POINT OF PRACTICAL APPLICATION. These reports shall contain reasonably sufficient information to substantiate that LICENSEE's development plan is being executed (see Application for License to Practice Government-Owned Invention attached hereto as Appendix A). No further annual progress reports will be required after notification of the Custodian then applicable to the records first commercial sale of its custody customers generally; andROYALTY- BASE PRODUCTS unless otherwise requested by LICENSOR. 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian 5.03 Concurrently with each payment of royalties as required in ARTICLE IV, paragraph 4.09, of this Agreement, LICENSEE shall not be liable hereunder submit a written report setting forth for the inaccuracy preceding [*] reporting period the amount of ROYALTY-BASE PRODUCT made, used, sold or incompleteness thereof or otherwise disposed of by LICENSEE and its AFFILIATE(S) and sublicensees in the LICENSED TERRITORY, the NET SALES thereof, and the amount of royalties due thereon. If no royalties are due LICENSOR for errors in any information included therein except to report period, the extent that such inaccuracy, incompleteness or errors are the result report shall so state. 5.04 The reports required under this ARTICLE V shall also be made within [*] of the Custodian's negligencetermination of this Agreement concurrently with any payment of royalties required under ARTICLE IV, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationparagraph 4.10.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundTrust, its auditors, agents and employees, upon reasonable request and during normal regular business hours of the Custodian, upon reasonable request, all records maintained by the Custodian pursuant to Section Subsection 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Trust all Electronic Reportselectronic reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund Trust shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time 60 days after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information, provided such sources are selected and information as long as is utilized with reasonable care. The books and records pertaining to the Trust and each designated series or portfolio of the Trust, which are in the possession of the Custodian has shown due diligence shall be the property of the Trust. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Custodian shall, send copies of statements of custodial activity to the Trust and to its record-keeping agent. Such statements shall include; statement of cash account(s) including transfers to and from such account(s), statements regarding receipt and delivery of securities and statements reflecting month end activity, such statements may also be available through BBH&Co.'s BIDS system. The Custodian shall enter into and shall maintain in attempting effect, at no additional expense to receive complete and accurate informationthe Trust, with appropriate parties one or more agreements making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, the Custodian shall, at no additional expense to the Trust, take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

Reports and Records. The Custodian shall: 11.1 11.1. create and maintain records relating to the performance of its obligations under this AgreementAgreement and as are required of a custodian under the Investment Company Act of 1940 and the rules and regulations thereunder (including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and under applicable Federal and State tax laws; 11.2 11.2. make available to the FundTrust, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph (a) above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 11.3. make available to the Fund Trust all Electronic Reports; electronic reports, it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconducttherein. All such records and reports are the property of the Trust and records shall, in the event of termination of this Agreement shall be delivered promptly to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundersuccessor custodian. The Fund or its delegate shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time six (6) consecutive calendar months after its receipt thereofan audit of such records performed by certified public accountants employed by the Trust, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as information, provided that the Custodian has shown due exercised reasonable care and diligence in attempting to receive complete selecting such sources and accurate informationhas complied with its obligations herein or under the Accounting Agency Agreement between the Custodian and the Trust.

Reports and Records. 8.1 The Custodian shall: 11.1 create and maintain records relating party making a payment (the "paying party") shall furnish to the performance party entitled to receive the payment ("entitled party") within one (1) month following the last day of its obligations each Fiscal Quarter during the term of this License Agreement, a report in writing specifying total Net Sales of Products sold by the paying party during the most recently completed Fiscal Quarter, the royalties, in U.S. dollars, payable with respect to such sales and the exchange rate used and the amount of payment, if any, due the entitled party. 8.2 The paying party agrees to keep records adequate to verify all payments or reports to the entitled party hereunder, and to allow an independent certified public accountant appointed by the entitled party and reasonably acceptable to the paying party to have access, on reasonable notice during regular business hours, not to exceed once per year, to such records in order to verify the payments made or to be made by the paying party under this License Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such Such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will maintained at, or in the future obtain information on event of review by the value entitled party hereunder shall be brought to, one centralized location (regardless of assets from outside sources which may be utilized in certain reports made available the number of Affiliates acquiring benefits under this License Agreement). Such independent certified public accountant shall not disclose to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed entitled party any information other than that the Custodian does not verify nor represent nor warrant as information relating solely to the accuracy of, or completeness the necessity for, any payment made hereunder, and in no event shall such independent certified public accountant disclose to the entitled party any other particulars not necessary to the verification of the payment provided for in above. The fees and expenses of the independent certified public accountant performing such examination shall be borne by the entitled party. However, if an error in royalties of more than ten percent (10%) of the total royalties due for any year is discovered, then such fees and expenses shall be borne by the paying party. If the entitled party appoints the independent certified public accounting firm employed by the paying party to conduct its regular annual audit, and the examination provided for in this paragraph is performed at substantially the same time as such regular audit, the reasonable fees and expenses of such information and accordingly independent certified public accounting firm performing such examination shall be without liability in selecting and using such sources and furnishing such information as long as borne by the Custodian has shown due diligence in attempting to receive complete and accurate informationpaying party.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, 38362-4 4/25/2017 howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall5.1 Intellect shall keep, and shall cause its Affiliates and Licensees to keep, full true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to MRCT pursuant to Sections 4.5, 4.6 and 4.7 above, and the accuracy of the reports made to MRCT hereunder. Such records shall be retained by Intellect for five (5) years following the end of the calendar year to which they pertain. Upon thirty(30) days advance notice to Intellect, MRCT shall have the right to direct an independent, certified public accountant selected by MRCT and reasonably acceptable to Intellect to inspect Intellect's books of account no more frequently than once per year during Intellect's normal business hours for the sole purpose of verifying the accuracy of the reports made to MRCT pursuant to Section 5.2, below. MRCT shall be responsible for the costs of any such inspection, except in the event that the results of the inspection reveal a discrepancy to be corrected in MRCT's favour of five percent (5%) or more for the period under inspection, in which case the entire costs of such inspection shall be paid by Intellect. Any such discrepancies will be promptly corrected by a payment or refund, as appropriate. 5.2 Intellect, within ninety (90) days after June 30 and December 31 of each year after Commercial Introduction, shall deliver to MRCT true and accurate reports, giving such particulars of the business conducted by Intellect, its Affiliates and Licensees during the preceding half year as shall be pertinent to a royalty accounting hereunder. These reports shall include at least the following: 11.1 create (i) the number of Licensed Products manufactured and maintain records relating to sold; (ii) total xxxxxxxx for Licensed Products sold on a country-by-country basis; (iii) deductions applicable as provided in Section 1.15, above; (iv) the performance total royalties due; (v) the names and addresses of its obligations all Affiliates and Licensees of Intellect under this Agreement;. 11.2 make available 5.3 With each such report submitted, Intellect shall pay to MRCT the Fund, its auditors, agents royalties due and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconductpayable under this Agreement. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records If no royalties shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly due, Intellect shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationso report.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's ’s negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records, 38362-4 4/26/2017 howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundTrust, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and; 11.3 make available to the Fund Trust all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except therein; 11.4 pursuant to Rule 17f-4 under the 1940 Act, provide to the extent that Trust, promptly upon the Trust’s request, such inaccuracy, incompleteness or errors reports as are available concerning the result internal accounting controls and financial strength of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. The Fund Trust shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundTrust. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 paragraph (a) above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customer customers generally; and 11.3 make available to the Fund all Electronic Reportselectronic reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereundertherein. The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long information. The Fund hereby also appoints the Custodian as the Fund's financial agent. With respect to the appointment as financial agent, the Custodian has shown due diligence in attempting to receive complete shall have and accurate information.perform the following powers and duties:

Reports and Records. The Custodian Global Sub-custodian shall: 11.1 create and maintain records relating to the performance of its obligations under this Agreement; 11.2 make available to the FundBank, its auditors, agents and employees, upon reasonable request and during normal business hours of the CustodianGlobal Sub-custodian, all records maintained by the Custodian Global Sub-custodian pursuant to Section paragraph 11.1 above, subject, however, to all reasonable security requirements of the Custodian Global Sub-custodian then applicable to the records of its custody customers generally; and 11.3 make available to the Fund Bank all Electronic Reports; it being understood that the Custodian Global Sub-custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shall, to the extent applicable, be maintained and preserved in conformity with the 1940 Act and the rules and regulations thereunder. therein. 11.4 The Fund Bank shall examine all records, howsoever however produced or transmitted, promptly upon receipt thereof and notify the Custodian Global Sub-custodian promptly of any discrepancy or error therein. Unless the Fund Bank delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood . 11.5 The Bank acknowledges that the Custodian now Global Sub-custodian obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the FundBank. The Custodian Global Sub-custodian deems such sources to be reliable but it is acknowledged the Bank acknowledges and agreed agrees that the Custodian Global Sub-custodian does not verify such information nor represent nor warrant make any representations or warranties as to the its accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate information.

Reports and Records. The Custodian shall: 11.1 create 5.1 EXACT shall maintain true, accurate and maintain complete books of account, records relating and files containing an accurate record of all data reasonably necessary for the full computation and verification of sales and the determination of the amounts payable under Article 4 hereof for a period of at least four (4) years following the period of each report required by Section 5.2 below. Said books and records shall be kept at EXACT's principal place of business and shall be in accordance with generally accepted accounting principles, consistently applied. Said books and records, to the performance extent not previously audited, shall be available for inspection by an independent certified public accountant selected by Genzyme (or its licensor of the Patent Rights) and reasonably acceptable to EXACT, upon ten (10) business days advance written notice and during regular business hours, for three (3) years following the end of the calendar year to which they pertain in order to enable Genzyme (or its obligations licensor of the Patent Rights) to ascertain the correctness of any report and/or payment made under this Agreement. Such inspections may be conducted no more than once in any twelve (12) month period and, except as provided below, shall be conducted at the expense of Genzyme (or its licensor, as the case may be). If such examination reveals that royalties have been misstated, any adjustment shall be promptly /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. refunded or paid, as appropriate. Genzyme (or its licensor, as the case may be) shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an underpayment of five percent (5%) or more for the period examined, in which case EXACT shall pay all reasonable costs and expenses incurred by Genzyme (or its licensor, as the case may be) in the course of making such determination, including without limitation the fees and expenses of the accountant. 5.2 Within forty-five (45) days after March 31, June 30, September 30 and December 31, of each year in which this Agreement is in effect, EXACT shall deliver to Genzyme full, true and accurate reports of its activities relating to this Agreement during the preceding three month period. These reports shall include at least the following: (a) the total actual xxxxxxxx for Diagnostic Services on a country-by-country basis during the applicable period; 11.2 make available to (b) the Fundtotal gross sales of Licensed Reagents and Kits, its auditorseach individually, agents on a country-by-country basis during the applicable period; (c) the calculation of Net Service Revenues and employeesNet Sales on a country-by-country basis for the applicable period, upon reasonable request and during normal business hours including a detailed listing of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements applicable deductions permitted under Sections 1.11 and 1.12 hereof on an item-by-item basis and a detailed explanation of the Custodian then applicable to the records calculation of its custody customers generallyNet Service Revenues and Net Sales of any Combination Services or combination products; and 11.3 make available to (d) the Fund all Electronic Reports; it being understood that calculation of total royalties due in U.S. dollars, together with the Custodian shall not be liable hereunder exchange rates used for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodian's negligence, bad faith or willful misconduct. All such reports and records shallconversion, to the extent applicable. 5.3 With each such report, be maintained EXACT shall pay to Genzyme the royalties due and preserved payable as provided for in conformity with Section 4.2. To the 1940 Act and extent that royalties for the rules and regulations thereunderapplicable period are creditable against minimum royalties paid pursuant to Section 4.3 hereof, EXACT shall so report. The Fund If no royalties are due, EXACT shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information as long as the Custodian has shown due diligence in attempting to receive complete and accurate informationso report.