Common use of Compliance with Laws: Confidentiality: Conflicts of Interest Clause in Contracts

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “Rules”). (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust all records and information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. (c) The Sub-Adviser will maintain a policy and practice of conducting sub-advisory services hereunder independently of its broker-dealer operations or banking operations of its affiliates. In making investment recommendations for the Fund, the Sub-Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are its customers or bank customers of the Sub-Adviser’s affiliates unless so required by applicable law. In dealing with their customers, affiliates of Sub-Adviser will not inquire or take into consideration whether securities of those customers are held by the Fund.

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “"Rules”"). (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust all records and information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. (c) The Sub-Adviser will maintain a policy and practice of conducting sub-advisory services hereunder independently of its broker-dealer operations or the banking operations of its affiliates. In making investment recommendations for the Fund, the Sub-Adviser’s 's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s 's account are its customers or bank customers of the Sub-Adviser’s 's affiliates unless so required by applicable law. In dealing with their bank customers, affiliates of Sub-Adviser will not inquire or take into consideration whether securities of those customers are held by the Fund.

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply in all material respects with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “Rules”). (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust all records and non-public information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings or penalty by any regulatory body for failure to comply; (ii) after notification to the Investment Adviser or Trust, when requested in response to divulge such information by duly constituted authorities, regulatory inspection requests or other regulatory inquiries; or (iii) when so requested or consented to by the Investment Adviser or the Trust. (c) The It is understood that any non-public information or non-public recommendation supplied by the Sub-Adviser will maintain a policy and practice of conducting sub-advisory services hereunder independently in connection with the performance of its broker-dealer operations obligations hereunder is to be regarded as confidential and for use only by the Investment Adviser, Trust or banking operations such persons as the Investment Adviser may designate in connection with the business of its affiliates. In making investment recommendations for the Fund, except (i) after prior notification to and approval in writing by the Sub-Adviser’s personnel will , which approval shall not inquire be unreasonably withheld and may not be withheld where the Investment Adviser may be exposed to civil or take into consideration whether the issuers of securities proposed criminal contempt proceedings for purchase failure to comply; or sale for the Fund’s account are its customers or bank customers of (ii) after notification to the Sub-Adviser’s affiliates unless so required by applicable law. In dealing with their customers, affiliates of Sub-Adviser will not inquire in response to regulatory inspection requests or take into consideration whether securities of those customers are held by the Fundother regulatory inquiries.

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply in all material respects with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “"Rules”"). (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust and the Adviser all records and information relative to the Trust and the Adviser and prior, present or potential shareholders, and will not use such records and information for any purpose shareholders (other than information that has been made public by the performance of its responsibilities and duties hereunder), except after prior notification to and approval in writing by the TrustTrust or Adviser as appropriate, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted applicable regulatory authorities, or when so requested by the Trust. (c) The . Notwithstanding the foregoing, to the extent that any market counterparty with whom the Sub-Adviser will maintain a policy deals requires information relating to the Fund (including but not limited to the identity of the Fund and practice the market value of conducting sub-advisory services hereunder independently of its broker-dealer operations or banking operations of its affiliates. In making investment recommendations for the Fund), the Sub-Adviser’s personnel will not inquire or take into consideration whether Adviser shall be permitted to disclose such information to the issuers of securities proposed for purchase or sale for the Fund’s account are its customers or bank customers extent necessary to effect transactions on behalf of the Sub-Adviser’s affiliates unless so required by applicable lawFund in accordance with the terms of this Agreement. In dealing with their customers, affiliates The terms of Sub-Adviser will not inquire or take into consideration whether securities this Paragraph 5(b) shall survive the termination of those customers are held by the Fundthis Agreement.

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply in all material respects with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “Rules”). (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust and the Adviser all records and information relative to the Trust and the Adviser and prior, present or potential shareholders, and will not use such records and information for any purpose shareholders (other than information that has been made public by the performance of its responsibilities and duties hereunder), except after prior notification to and approval in writing by the TrustTrust or Adviser as appropriate, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser Sub‑Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted applicable regulatory authorities, or when so requested by the Trust. . Notwithstanding the foregoing, to the extent that any market counterparty with whom the Sub‑Adviser deals requires information relating to the Fund (c) The Sub-Adviser will maintain a policy including but not limited to the identity of the Fund and practice the market value of conducting sub-advisory services hereunder independently of its broker-dealer operations or banking operations of its affiliates. In making investment recommendations for the Fund), the Sub-Adviser’s personnel will not inquire or take into consideration whether Adviser shall be permitted to disclose such information to the issuers of securities proposed for purchase or sale for the Fund’s account are its customers or bank customers extent necessary to effect transactions on behalf of the Sub-Adviser’s affiliates unless so required by applicable lawFund in accordance with the terms of this Agreement. In dealing with their customers, affiliates The terms of Sub-Adviser will not inquire or take into consideration whether securities this Paragraph 5(b) shall survive the termination of those customers are held by the Fundthis Agreement.

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “"Rules”''). (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust all records and information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, . which approval shall not be unreasonably unreasonably, withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply; (ii) after notification to the Investment Adviser or Trust, when requested in response to divulge such information by duly constituted authoritiesregulatory inspection requests or other regulatory inquiries, or (iii) when so requested by the Investment Adviser or the Trust. (c) The It is understood that any non-public information or non-public recommendation supplied by the Sub-Adviser will maintain a policy and practice of conducting sub-advisory services hereunder independently in connection with the performance of its broker-dealer operations obligations hereunder is to be regarded as confidential and for use only by the Investment Adviser. Trust or banking operations such persons as the Investment Adviser may designate in connection with the business of its affiliates. In making investment recommendations for the Fund, the Sub-Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are its customers or bank customers of the Sub-Adviser’s affiliates unless so required by applicable law. In dealing with their customers, affiliates of Sub-Adviser will not inquire or take into consideration whether securities of those customers are held by the Fund.

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply in all material respects with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “Rules”). (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust and the Adviser all records and information relative to the Trust and the Adviser and prior, present or potential shareholders, and will not use such records and information for any purpose shareholders (other than information that has been made public by the performance of its responsibilities and duties hereunder), except after prior notification to and approval in writing by the TrustTrust or Adviser as appropriate, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser Sub‑Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted applicable regulatory authorities, or when so requested by the Trust. (c) The . Notwithstanding the foregoing, to the extent that any market counterparty with whom the Sub-Adviser will maintain a policy deals requires information relating to the Fund (including but not limited to the identity of the Fund and practice the market value of conducting sub-advisory services hereunder independently of its broker-dealer operations or banking operations of its affiliates. In making investment recommendations for the Fund), the Sub-Adviser’s personnel will not inquire or take into consideration whether Adviser shall be permitted to disclose such information to the issuers of securities proposed for purchase or sale for the Fund’s account are its customers or bank customers extent necessary to effect transactions on behalf of the Sub-Adviser’s affiliates unless so required by applicable lawFund in accordance with the terms of this Agreement. In dealing with their customers, affiliates The terms of Sub-Adviser will not inquire or take into consideration whether securities this Paragraph 5(b) shall survive the termination of those customers are held by the Fundthis Agreement.

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “"Rules”"). (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust all records and information relative to the Trust and prior, present or potential shareholdersshareholders (other than information that has been made public by the Trust or Investment Adviser), and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. (c) The Sub-Adviser will maintain a policy and practice of conducting sub-advisory services hereunder independently of its broker-dealer operations or the banking operations of its affiliates. In making investment recommendations for the Fund, the Sub-Adviser’s 's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s 's account are its customers or bank customers of the Sub-Adviser’s 's affiliates unless so required by applicable law. In dealing with their customers, affiliates of Sub-Adviser will not inquire or take into consideration whether securities of those customers are held by the Fund.

Compliance with Laws: Confidentiality: Conflicts of Interest. (a) The Sub-Adviser agrees that it will comply with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in performance of its duties hereunder (herein called the “Rules”). With respect to any requirements under such laws, rules and regulations that apply to the entirety of the Fund’s holdings, Sub-Adviser will consider only those assets of the Fund that are managed by Sub-Adviser, and not the total assets of the Fund, in evaluating compliance with such requirements. Notwithstanding the foregoing, Investment Adviser acknowledges that Sub-Adviser is not the compliance agent of the Fund and that Sub-Adviser will not be responsible for determining whether the Fund has complied with any requirements of applicable law, rules or regulations. (b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust all records and information relative to the Trust and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply; (ii) after notification to the Investment Adviser or Trust, when requested in response to divulge such information by duly constituted authorities, regulatory inspection requests or other regulatory inquiries; or (iii) when so requested by the Investment Adviser or the Trust. (c) The It is understood that any non-public information or non-public recommendation supplied by the Sub-Adviser will maintain a policy and practice of conducting sub-advisory services hereunder independently in connection with the performance of its broker-dealer operations obligations hereunder is to be regarded as confidential and for use only by the Investment Adviser, Trust or banking operations such persons as the Investment Adviser may designate in connection with the business of its affiliates. In making investment recommendations for the Fund, the Sub-Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are its customers or bank customers of the Sub-Adviser’s affiliates unless so required by applicable law. In dealing with their customers, affiliates of Sub-Adviser will not inquire or take into consideration whether securities of those customers are held by the Fund.