Common use of SAS 70 Review; Type II SAS 70 Report Clause in Contracts

SAS 70 Review; Type II SAS 70 Report. a) By no later than June 30, 2007 (and by June 30 of each subsequent year during the Term), the Company shall notify the Client and Preferred in writing of the controls that the SAS 70 Review Firm intends to test as part of the SAS 70 review. The Company and Preferred shall review the controls that the SAS 70 Review Firm intends to test and shall notify the Company by July 31, 2007 (and July 31 of each subsequent year during the Term) if they have any suggestions, comments or recommendations as to the controls to be tested. The Company, the Client and Preferred shall work together in good faith to resolve any differences. b) By no later than January 31, 2008 (and by November 30 of each subsequent year during the Term), the Company shall obtain and deliver to Client and Preferred a Type II SAS 70 Report expressing the SAS 70 Review Firm’s opinion on: • Whether the Company’s description of controls and applications present fairly, in all material respects, the relevant aspects of the Company’s controls that had been placed in operation as of November 30, 2007 (and as of September 30 of each subsequent year); • Whether those controls are suitably designed to provide reasonable assurance that the specified control objectives would be achieved if the described controls were complied with satisfactorily and the Company’s clients applied those aspects of internal control contemplated in the design of the Company’s controls; • Whether the controls that were tested were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives specified in the SAS 70 Review Firms’ description of those tests were achieved during the period specified. c) By no later than November 30, 2007, the Company shall direct the SAS 70 Review Firm retained by the Company to communicate with the Client and/or Preferred regarding a summary of the Type II SAS 70 Report. d) The Company shall deliver to the Client and Preferred any updates or amendments to the Type II SAS 70 Report within five (5) Business Days following the Company’s receipt thereof. e) The Company shall promptly inform the Client and Preferred of any material issues that may arise during the SAS 70 Review that could delay the Type II SAS 70 Report. f) The Company shall permit the Client or Preferred or either or both of their auditors to communicate with an authorized representative of the Company on a periodic basis as to the status of the SAS 70 Review and the Type II SAS 70 Report. g) By no later than January 15, 2008 (and by January 15 of each subsequent year during the Term), the Company shall deliver to the Company and Preferred a representation letter, signed by the Company’s President and Chief Executive Officer (or person or persons with similar functions) that there have been no material changes in the Company’s key controls for the period December 1, 2007 through December 31, 2007 (and for the period October 1 through December 31 for each subsequent year during the Term). h) The Company shall promptly (and in any event within five (5) Business Days) notify the Company and Preferred in writing of any material changes to its key controls. i) The Client and Preferred shall be permitted to use and rely on the Type II SAS 70 Report in connection with each of their obligations under applicable law, including but not limited to Section 404 of the Sarbanes Oxley Act.

SAS 70 Review; Type II SAS 70 Report. a) By no later than June 30, 2007 (and by June 30 of each subsequent year during the Term), the Company shall notify the Client and Preferred in writing of the controls that the SAS 70 Review Firm intends to test as part of the SAS 70 review. The Company and Preferred shall review the controls that the SAS 70 Review Firm intends to test and shall notify the Company by July 31, 2007 (and July 31 of each subsequent year during the Term) if they have any suggestions, comments or recommendations as to the controls to be tested. The Company, the Client and Preferred shall work together in good faith to resolve any differences. b) By no later than January 31, 2008 (and by November 30 of each subsequent year during the Term), the Company shall obtain and deliver to Client and Preferred a Type II SAS 70 Report expressing the SAS 70 Review Firm’s opinion on: • Whether the Company’s description of controls and applications present fairly, in all material respects, the relevant aspects of the Company’s controls that had been placed in operation as of November 30, 2007 (and as of September 30 of each subsequent year); • Whether those controls are suitably designed to provide reasonable assurance that the specified control objectives would be achieved if the described controls were complied with satisfactorily and the Company’s clients applied those aspects of internal control contemplated in the design of the Company’s controls; • Whether the controls that were tested were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives specified in the SAS 70 Review Firms’ description of those tests were achieved during the period specified. c) By no later than November 30, 2007, the Company shall direct the SAS 70 Review Firm retained by the Company to communicate with the Client and/or Preferred regarding a summary of the Type II SAS 70 Report. d) The Company shall deliver to the Client and Preferred any updates or amendments to the Type II SAS 70 Report within five (5) Business Days following the Company’s receipt thereof. e) The Company shall promptly inform the Client and Preferred of any material issues that may arise during the SAS 70 Review that could delay the Type II SAS 70 Report. f) The Company shall permit the Client or Preferred or either or both of their auditors to communicate with an authorized representative of the Company on a periodic basis as to the status of the SAS 70 Review and the Type II SAS 70 Report. g) By no later than January 15, 2008 (and by January 15 of each subsequent year during the Term), the Company shall deliver to the Company and Preferred a representation letter, signed by the Company’s President and Chief Executive Officer (or person or persons with similar functions) that there have been no material changes in the Company’s key controls for the period December December 1, 2007 through December 31, 2007 (and for the period October 1 through December 31 for each subsequent year during the Term). h) The Company shall promptly (and in any event within five (5) Business Days) notify the Company and Preferred in writing of any material changes to its key controls. i) The Client and Preferred shall be permitted to use and rely on the Type II SAS 70 Report in connection with each of their obligations under applicable law, including but not limited to Section 404 of the Sarbanes Oxley Act.

SAS 70 Review; Type II SAS 70 Report. a) By no later than June 30, 2007 (and by June 30 of each subsequent year during The Service Provider shall procure a SAS 70/ISAE report that is at least as broad as the Term), the Company shall notify the Client and Preferred in writing of the controls that the SAS 70 Review Firm intends to test as part of the SAS 70 review. The Company and Preferred shall review the controls that the SAS 70 Review Firm intends to test and shall notify the Company by July 31, 2007 (and July 31 of each subsequent year during the Term) if they have any suggestions, comments or recommendations as to the controls to be tested. The Company, the Client and Preferred shall work together in good faith to resolve any differences2009/2010 report. b) By no later than January 31, 2008 December 1 (and by November 30 December 1 of each subsequent year during the Termterm of this Agreement), the Company Service Provider shall obtain and deliver to Client the Fund and Preferred the Managing Member a Type II SAS 70 Report expressing the SAS 70 Review Firm’s opinion on: • Whether the CompanyService Provider’s description of controls and applications present fairly, in all material respects, the relevant aspects of the CompanyService Provider’s controls that had been placed in operation as of November 30, 2007 (and as of September 30 of each subsequent year); the report date • Whether those controls are suitably designed to provide reasonable assurance that the specified control objectives would be achieved if the described controls were complied with satisfactorily and the CompanyService Provider’s clients applied those aspects of internal control contemplated in the design of the CompanyService Provider’s controls; • Whether the controls that were tested were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives specified in the SAS 70 Review Firms’ description of those tests were achieved during the period specified. c) By no later than November 30, 2007December 1, the Company Service Provider shall direct the SAS 70 Review Firm retained by the Company Service Provider to communicate with the Client Fund and/or Preferred the Managing Member regarding a summary of the Type II SAS 70 Report. d) The Company Service Provider shall deliver to the Client Fund and Preferred the Managing Member any updates or amendments to the Type II SAS 70 Report within five (5) Business Days a reasonable period of time following the CompanyService Provider’s receipt thereof. e) The Company Service Provider shall promptly within a reasonable period of time inform the Client Fund and Preferred the Managing Member of any material issues that may arise during the SAS 70 Review that could delay the Type II SAS 70 Report. f) The Company Service Provider shall permit the Client Fund or Preferred the Managing Member or either or both of their auditors to communicate with an authorized representative of the Company Service Provider on a periodic basis as to the status of the SAS 70 Review and the Type II SAS 70 Report. g) By no later than January 15, 2008 15 (and by January 15 of each subsequent year during the Termterm of this Agreement), the Company Service Provider shall deliver to the Company Fund and Preferred the Managing Member a representation letter, signed by the CompanyService Provider’s President and Chief Executive Officer (or person or persons with similar functions) that there have been no material changes in the CompanyService Provider’s key controls for the period December 1, 2007 the SAS 70 report ended through December 31, 2007 (and 31(and for the period October 1 the SAS 70 report ended through December 31 for each subsequent year during the Termterm of this Agreement). h) The Company Service Provider shall promptly (and in any event within five (5) Business Days) notify the Company Fund and Preferred the Managing Member in writing of any material changes to its key controls. i) The Client Fund’s and Preferred the Managing Member’s auditors shall be permitted to use and rely on the Type II SAS 70 Report in connection with each of their obligations under applicable law, including but not limited to Section 404 audits of the Sarbanes Oxley ActFund and the Managing Member’s control environment.

SAS 70 Review; Type II SAS 70 Report. a) By no later than June 30, 2007 (and by June 30 of each subsequent year during The Service Provider shall procure a SAS 70/ISAE report that is at least as broad as the Term), the Company shall notify the Client and Preferred in writing of the controls that the SAS 70 Review Firm intends to test as part of the SAS 70 review. The Company and Preferred shall review the controls that the SAS 70 Review Firm intends to test and shall notify the Company by July 31, 2007 (and July 31 of each subsequent year during the Term) if they have any suggestions, comments or recommendations as to the controls to be tested. The Company, the Client and Preferred shall work together in good faith to resolve any differences2009/2010 report. b) By no later than January 31, 2008 December 1 (and by November 30 December 1 of each subsequent year during the Termterm of this Agreement), the Company Service Provider shall obtain and deliver to Client the Fund and Preferred the Managing Owner a Type II SAS 70 Report expressing the SAS 70 Review Firm’s opinion on: • Whether the CompanyService Provider’s description of controls and applications present fairly, in all material respects, the relevant aspects of the CompanyService Provider’s controls that had been placed in operation as of November 30, 2007 (and as of September 30 of each subsequent year); the report date • Whether those controls are suitably designed to provide reasonable assurance that the specified control objectives would be achieved if the described controls were complied with satisfactorily and the CompanyService Provider’s clients applied those aspects of internal control contemplated in the design of the CompanyService Provider’s controls; • Whether the controls that were tested were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives specified in the SAS 70 Review Firms’ description of those tests were achieved during the period specified. c) By no later than November 30, 2007December 1, the Company Service Provider shall direct the SAS 70 Review Firm retained by the Company Service Provider to communicate with the Client Fund and/or Preferred the Managing Owner regarding a summary of the Type II SAS 70 Report. d) The Company Service Provider shall deliver to the Client Fund and Preferred the Managing Owner any updates or amendments to the Type II SAS 70 Report within five (5) Business Days a reasonable period of time following the CompanyService Provider’s receipt thereof. e) The Company Service Provider shall promptly within a reasonable period of time inform the Client Fund and Preferred the Managing Owner of any material issues that may arise during the SAS 70 Review that could delay the Type II SAS 70 Report. f) The Company Service Provider shall permit the Client Fund or Preferred the Managing Owner or either or both of their auditors to communicate with an authorized representative of the Company Service Provider on a periodic basis as to the status of the SAS 70 Review and the Type II SAS 70 Report. g) By no later than January 15, 2008 15 (and by January 15 of each subsequent year during the Termterm of this Agreement), the Company Service Provider shall deliver to the Company Fund and Preferred the Managing Owner a representation letter, signed by the CompanyService Provider’s President and Chief Executive Officer (or person or persons with similar functions) that there have been no material changes in the CompanyService Provider’s key controls for the period December 1, 2007 the SAS 70 report ended through December 31, 2007 (and 31(and for the period October 1 the SAS 70 report ended through December 31 for each subsequent year during the Termterm of this Agreement). h) The Company Service Provider shall promptly (and in any event within five (5) Business Days) notify the Company Fund and Preferred the Managing Owner in writing of any material changes to its key controls. i) The Client Fund’s and Preferred the Managing Owner’s auditors shall be permitted to use and rely on the Type II SAS 70 Report in connection with each of their obligations under applicable law, including but not limited to Section 404 audits of the Sarbanes Oxley ActFund and the Managing Owner’s control environment.