Common use of Confidentiality and Privacy Clause in Contracts

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent Each party shall, during the term of this XXXX and each Fund agree that each thereafter, keep confidential all, and shall treat confidentially all not use for its own purposes (other than implementation of the provisions of, and matters contemplated by, this XXXX) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information provided by each of a confidential nature (including trade secrets and information of commercial value including pricing information) which may become known to such party from the other party and which relates to the other party regarding or any of its business and operations. All confidential affiliates, unless that information provided is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. Each party shall use its reasonable endeavours to prevent the unauthorized disclosure of any such information. 10.2 No party will use shall make, or disclose confidential information for purposes permit any person to make, any public announcement concerning this XXXX without the prior written consent of the other than the activities contemplated by this Agreement parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court process or pursuant other authority of competent jurisdiction. 10.3 The Licensed Product is intended to be fully operated by the lawful requirement of a governmental agencyLicensee, or if within the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent complete control of the other party. Notwithstanding Licensee's site, systems, facilities, equipment or infrastructure, and therefore, Licensor neither requires nor has any access to any personally identifiable information ("Sensitive Information") regardless whether such information is generated by the foregoingLicensee's operation or use of the Licensed Product or otherwise, each party acknowledges save that the other party Licensee may provide access to such Sensitive Information to Licensor for a specific business purpose or case-by-case trouble shooting investigation and use technical support. 10.4 The parties do not expect that the Licensor will, in providing the Licensed Product, be required to process any Sensitive Information on behalf of confidential information relating the Licensee. In the event that the Licensee requires the Licensor to process any Sensitive Information on its behalf, the other parties shall discuss and agree in good faith such additional clauses/agreements as are reasonably required to comply with requirements placed on each party by applicable data protection and the Licensor's terms for the transmission and handling of such Sensitive Information. For the avoidance of doubt, this will include implementing regulatory requirements necessary for the processing of Sensitive Information, which at any time shall require the Licensee's prior written consent. 10.5 Licensee further acknowledges and accepts that the helpdesk of Licensor does not, in the ordinary course of providing technical support to the disclosing party’s employeesits clients, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use retain copies of any information Sensitive Information it receives. Upon completion of such technical support requested by Licensee and provided by Licensor, the other party hereto in connection with this AgreementParties agree and accept that the Licensor shall forthwith shred any copy of Sensitive Information it received, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or unless otherwise advised by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent Licensee. 10.6 The software component of the party providing Licensed Product processes Sensitive Information and the informationLicensee, which consent shall not be unreasonably withheld. The undertakings as the operator, is solely responsible for compliance with all relevant privacy and obligations contained data protection laws in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) yearsrelevant jurisdiction(s). 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all All information provided under this Agreement by each a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding its the Disclosing Party’s business and operationsoperations shall be treated as confidential. All confidential information provided under this Agreement by a party hereto Disclosing Party shall be used used, including disclosure to third parties, by the other party hereto Receiving Party, or its agents or service providers, solely for the purpose of rendering performing or receiving the services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No party will use or disclose confidential information for purposes and discharging the Receiving Party’s other than obligations under the activities contemplated by this Agreement or except as required by law, court process or pursuant to managing the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent business of the other party. Notwithstanding the foregoingReceiving Party and its affiliates, each party acknowledges that the other party may provide access to including financial and use of confidential information relating to the other party to the disclosing party’s employeesoperational management and reporting, contractorsrisk management, sub-contractors, agents, professional advisors, auditors or persons performing similar functionslegal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (ia) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (iib) that is independently derived by a party hereto the Receiving Party without the use of any information provided by the other party hereto Disclosing Party in connection with this Agreement, (iiic) that is required in disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or (d) that is disclosed as required by operation of law or regulationregulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Transfer Agent or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (ive) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section to the contrary, the Transfer Agent may aggregate Fund data with similar data of other customers of the Transfer Agent (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Fund data can be identified either directly or by inference or implication. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations. 10.3 The Transfer Agent will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Funds’ shareholders, employees, directors and/or officers that the Transfer Agent receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Fund, on behalf of itself and the Portfolios, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, disclosure or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functionsfunctions in relation to services provided under this Agreement; provided, however, that the Transfer Agent shall only transfer or disclose any information related to the Fund to an employee, contractor, agent, professional advisor, auditor or person performing similar functions in relation to services provided under this Agreement after taking steps reasonably designed to ensure that (i) the recipient of the information relating to the Fund will treat, and will maintain reasonable controls for the purpose of treating, all information related to the Fund as confidential and (ii) such recipient maintains policies and procedures reasonably designed to ensure that such information will be further transferred or disclosed only to parties that have agreed to treat, and maintain reasonable controls for the purpose of treating, all information related to the Fund as confidential. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations. The Transfer Agent is familiar with Regulation S-P and agrees not to disclose or use non-public personal information about a Portfolio’s Shareholders except in accordance with Regulation S-P and the Fund’s applicable privacy policies.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Fund, on behalf of itself and the Portfolios, agree that each shall treat confidentially all information provided by by, or on behalf of, each party to the other party regarding its business and operationsoperations (including, without limitation, data relating to its investments). All confidential information provided by by, or on behalf of, a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, disclosure or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functionsfunctions in relation to services provided under this Agreement; provided, however, that the Transfer Agent shall only transfer or disclose any information related to the Fund to an employee, contractor, agent, professional advisor, auditor or person performing similar functions in relation to services provided under this Agreement (each, a “Recipient”) after taking steps reasonably designed to ensure that (i) the Recipient of the information relating to the Fund will treat, and will maintain reasonable controls for the purpose of treating, all information related to the Fund as confidential and (ii) such Recipient maintains policies and procedures reasonably designed to ensure that such information will be further transferred or disclosed only to Recipients that have agreed to treat, and maintain reasonable controls for the purpose of treating, all information related to the Fund as confidential. The Transfer Agent shall be liable for any violation of this provision by any such Recipient. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) yearsAgreement. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations. The Transfer Agent is familiar with Regulation S-P and agrees not to disclose or use non-public personal information about a Portfolio’s Shareholders except in accordance with Regulation S-P and the Fund’s applicable privacy policies.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Trust, on behalf of itself and the Portfolios, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Trust, on behalf of itself and the Portfolios, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section to the contrary, the Transfer Agent may aggregate Trust and Portfolio data with similar data of other customers of the Transfer Agent (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Trust or Portfolio data can be identified either directly or by inference or implication. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all All information provided under this Agreement by each a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding its the Disclosing Party’s business and operationsoperations shall be treated as confidential. All confidential information provided under this Agreement by a party hereto Disclosing Party shall be used used, including disclosure to third parties, by the other party hereto Receiving Party, or its agents or service providers, solely for the purpose of rendering performing or receiving the services pursuant to this and discharging the Receiving Party’s other obligations under the Agreement andor managing the business of the Receiving Party and its affiliates, except as may be required in carrying out this Agreementincluding financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The parties agree that such confidential information shall not be disclosed to any third party. No party will use or disclose confidential information used for the Receiving Party’s own commercial purposes other than the activities contemplated by performance/receipt of services and discharge of other obligations under this Agreement or except as required by law, court process or pursuant to any other agreement between the lawful requirement of a governmental agency, or if Disclosing Party and the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to Receiving Party and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functionsits affiliates. The foregoing shall not be applicable to any information (ia) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (iib) that is independently derived by a party hereto the Receiving Party without the use of any information provided by the other party hereto Disclosing Party in connection with this Agreement, (iiic) that is required in disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or (d) that is disclosed as required by operation of law or regulationregulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Transfer Agent or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (ive) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms Each party agrees that it hasupon request of the Disclosing Party, and at the Disclosing Party’s expense, the Receiving Party will continue promptly return or destroy all confidential information of the Disclosing Party to have throughout the term extent practicable; provided that the Receiving Party shall be permitted to retain all or any portion of the confidential information, in accordance with the confidentiality obligations specified in this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable lawslaw, rules rule, regulation or regulatory authority or to comply with the Receiving Party’s compliance or audit requirements. 10.3 Each party represents and regulationswarrants that it has adopted and will maintain during the term of this Agreement policies and procedures reasonably designed to comply with all privacy laws that apply to its business, including Regulation P or S-P and/or the Fair and Accurate Credit Transaction Act, as applicable (“Privacy Law”) and each acknowledges that it is prohibited from using or disclosing any nonpublic personal information as defined in the Privacy Law ("Non-Public Personal Information") received from the party disclosing the information (the “Disclosing Party”) other than (i) as required by law, regulation or rule; (ii) as permitted in writing by the Disclosing Party; (iii) to its affiliates; or (iv) as reasonably necessary to perform this Agreement, in each case in compliance with the reuse and redisclosure provisions of Privacy Law.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Trust, on behalf of itself and the Funds, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Trust, on behalf of itself and the Portfolios, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as otherwise required by lawlaw or in connection with any required disclosure to a banking, court process securities or pursuant other regulatory authority reasonably believed to have proper jurisdiction. Each party will keep confidential all records and information in its possession relating to the lawful requirement of a governmental agencyTransfer Agent, the Trust or if the party is advised by counsel that it may incur liability for failure Trust’s shareholders or shareholder accounts and will not disclose the same to make a disclosure, or any person except at the written request or with the written consent of the other party. Notwithstanding Transfer Agent or the foregoingTrust, each party acknowledges as applicable. 10.2 The parties acknowledge and agree that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors any breach or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a threatened breach of this AgreementSection would cause financial damage and irreparable harm to the Trust and the Portfolios for which money damages will not be an adequate remedy. Accordingly, (ii) that is independently derived by in the event of a party hereto without breach or threatened breach of this Section the use Trust, in addition to, and not in limitation of, all other rights and remedies it may have, shall be entitled to an injunction restraining disclosure or misuse, in whole or in part, of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the confidential information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 10.3 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the any other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 9.1 The Transfer Agent and each Fund the Company, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operationsoperations (the “Confidential Information”). All confidential information Confidential Information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, except as described herein. No Neither party will use or disclose confidential information Confidential Information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information Confidential Information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 9.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 9.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations, including the Xxxxx-Xxxxx-Xxxxxx Act.

Confidentiality and Privacy. 10.1 11.1 The Transfer Agent and each Fund parties hereto agree that each shall treat confidentially all confidential information provided by each party to the other party regarding its business and operationsoperations in accordance with this Agreement and represent that each has implemented controls that are reasonably designed to achieve the purposes of this Section. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any affiliated division or entity or third party in any form without the prior written consent of such providing party. No party will use or disclose confidential Confidential information for purposes other than hereof shall include information traditionally recognized as confidential, such as financial information, strategies, security practices, portfolio holdings, portfolio trades, product and business proposals, business plans, and the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functionslike. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, available other than through a breach of this Agreement, (ii) that is independently derived generally furnished to third parties by a the providing party hereto without confidentiality restriction, or that is required to be disclosed by any regulator or any auditor of the use of parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. For this purpose, the Portfolios and any person authorized by the Portfolios shall be permitted to disclose any information provided by Transfer Agent hereunder to the U.S. SEC (or its staff) in connection with any inspection or examination or other action or proceeding. If a party becomes aware that it or its agents have breached the confidentiality obligations under this Section 11, it will promptly notify the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent writing of the party providing the information, which consent shall not be unreasonably withheldnature and extent of such breach. The undertakings and obligations contained in this Section 10.1 11.1 shall survive the termination or expiration of this Agreement for a period of three (3) yearsAgreement. 10.2 11.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations. 11.3 The Transfer Agent will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Portfolios’ shareholders, employees, directors and/or officers that the Transfer Agent receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a person’s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree Trust agrees that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, has and will continue to have shall maintain throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent Agent, the Trust and each Fund the Portfolios agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 (a) Each party acknowledges and understands that with respect to the activities described in this agreement any and all technical, trade secret, or business information, including, without limitation, financial information, business or marketing strategies or plans, product development or customer information ("Proprietary Information") shared by one party with the other is confidential and proprietary, constitutes trade secrets of the owner of such Proprietary Information, and is of great value and importance to the success of the owner's business. The Transfer Agent and each Fund agree recipient of any such Proprietary Information agrees to use its best efforts (the same being not less than that each shall treat confidentially all information provided by each party employed to protect its own proprietary information) to safeguard any Proprietary Information received from the other party regarding its and to prevent the unauthorized, negligent or inadvertent use or disclosure thereof. The recipient of any such Proprietary Information shall not, without the prior written approval of any officer of the owner, directly or indirectly, disclose the Proprietary Information to any person or business entity except for a limited number of employees, attorneys, accountants and operations. All confidential information provided by other advisors of the recipient on a party hereto shall be used by the other party hereto solely for the purpose of rendering need-to-know basis or receiving services pursuant to this Agreement and, except as may be required by law or regulation or in carrying out response to a request by a regulatory body or self regulatory examination. The recipient of any such Proprietary Information shall promptly notify the owner in writing of any unauthorized, negligent or inadvertent use or disclosure of Proprietary Information. The recipient of any such Proprietary Information shall be liable under this AgreementAgreement to the owner for any use or disclosure in violation of this Agreement by it or its employees, attorneys, accountants, or other advisors or agents. The recipient of such Proprietary Information shall not be disclosed to have any third party. No party will use or disclose confidential information for purposes other than the activities contemplated by obligations under this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or Section 9 with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable respect to any information that is: (i) that is already known to the recipient or its affiliates at the time of the receipt; (ii) publicly available when provided known at the time of the receipt; or thereafter becomes publicly available, other than through a breach (iii) independently developed by the recipient or its affiliates. This Section 9 shall continue in full force and effect notwithstanding the termination of this Agreement. Upon termination of this Agreement, unless otherwise required by applicable law, the recipient shall promptly redeliver all Proprietary Information, in whatever medium (ii) that is independently derived whether prepared by a party hereto without the use owner or otherwise), and will not retain any copies, extracts or other reproductions in whole or in part of any such material. (b) The parties agree to take all steps necessary to comply with applicable federal and state laws, regulations and rules governing consumer information provided security and privacy, including but not limited to Title 5 of the Xxxxx-Xxxxx-Xxxxxx Act, 15 U.S.C. Sections 6801-6827 and Regulation S-P, codified at 17 C.F.R., Part 248, and by the rules and regulations of the NASD governing consumer information security and privacy. FORM OF RIVERSOURCE FUNDS DEALER AGREEMENT (c) To the extent one party provides the other party hereto with any nonpublic personal information (as defined below) to perform services or functions on behalf of the other party or otherwise in connection with this Agreement, such party will not disclose such personal information for any purpose other than to carry out the purposes for which the personal information was provided or as permitted or required by law in the ordinary course of business to carry out those purposes. "Personal Information" includes any personally identifiable information or records in any form (written, electronic, or otherwise) relating to a consumer or customer, including, but not limited to: (i) a customer's name, address, telephone number, account number, tax identification information; (ii) the fact that a customer has a relationship with one of the parties; and (iii) any other personal identifiable information; provided, however, that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent Personal Information shall not be unreasonably withheld. The undertakings include any such information that a party obtained independently and obligations contained not in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of connection with this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all All information provided under this Agreement by each a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding its the Disclosing Party’s business and operationsoperations shall be treated as confidential. All confidential information provided under this Agreement by a party hereto Disclosing Party shall be used used, including disclosure to third parties, by the other party hereto Receiving Party, or its agents or service providers, solely for the purpose of rendering performing or receiving the services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No party will use or disclose confidential information for purposes and discharging the Receiving Party’s other than obligations under the activities contemplated by this Agreement or except as required by law, court process or pursuant to managing the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent business of the other party. Notwithstanding the foregoingReceiving Party and its affiliates, each party acknowledges that the other party may provide access to including financial and use of confidential information relating to the other party to the disclosing party’s employeesoperational management and reporting, contractorsrisk management, sub-contractors, agents, professional advisors, auditors or persons performing similar functionslegal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (ia) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (iib) that is independently derived by a party hereto the Receiving Party without the use of any information provided by the other party hereto Disclosing Party in connection with this Agreement, (iiic) that is required in disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or (d) that is disclosed as required by operation of law or regulationregulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Transfer Agent or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (ive) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years... 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each the Fund agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, disclosure or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheldwithheld or (v) where the disclosing party has affirmatively indicated ·that such information is not confidential. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent Agent, the Trust and each Fund the Portfolios agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund Trust, on behalf of itself and the Funds of such Trust, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or other regulatory authority, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, disclosure or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three five (35) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all information provided by each party a. Notwithstanding any provision of this Agreement to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used contrary, all Confidential Information, as defined below, disclosed by the other disclosing party hereto solely for (the purpose of rendering or "Owner") to the receiving services party (the "Recipient") pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall be treated and maintained by the Recipient as confidential and shall not be used or disclosed by the Recipient except: (a) to any third party. No party will the Recipient's employees and representatives to the extent that such use or disclose confidential information disclosure is reasonably necessary for purposes other than the activities contemplated by performance of the Recipient's duties under this Agreement and such use or except as required disclosure is not prohibited by lawapplicable privacy laws, court process or pursuant to including, without limitation, the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with Xxxxx-Xxxxx-Xxxxxx Act and applicable federal and state regulations promulgated there under ("GLB"); (b) upon the written consent of the other partyOwner; or (c) as required by law or regulatory authority. Notwithstanding Prior to the foregoingdisclosure of Confidential information to any third party that is permitted under the terms of this Agreement, each except as required by law or regulatory authority, the Recipient shall require such parties receiving Confidential information to enter into a nondisclosure agreement to maintain all Confidential information in confidence according to terms that are at least as restrictive as this part 17. b. For purposes of this Agreement, "Confidential Information" means any information or material that is proprietary to a party acknowledges or designated as Confidential Information by the Owner and not generally known by others, including, but not limited to, Nonpublic Personal Information (as that the other party may provide access to term is defined by GLB) of Owner's Customers and use of Consumers (as those terms are defined by GLB) and all confidential and proprietary information relating to the other party to the disclosing business of each party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing term Confidential Information includes information in both oral and written form or contained in any other type of storage medium. Confidential information shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.include:

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Fund, on behalf of itself and the Portfolios, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three ten (310) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent Agent, the Trust and each Fund the Portfolios agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s 's employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent Agent, on behalf of itself and each Fund its directors, officers and employees, and the Trust, on behalf of itself and its directors, officers and employees, and the Funds and its directors, officers and employees, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, disclosure or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Trust agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, disclosure or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s 's employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent Agent, the Trust and each Fund the Portfolios agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each (a) Neither CSR, XM nor Distributor shall treat confidentially all disclose (whether orally or in writing, or by press release or otherwise) to any third party any information provided by each party with respect to the terms and provisions of this Agreement or any information contained in any data or report required or delivered hereunder or any materials related thereto, except (a) disclosure as may be required by law, regulation, court or government agency of competent jurisdiction (redacted to the greatest extent possible); (b) disclosure to each Party's respective officers, directors, employees and attorneys, in their capacity as such; provided, however, that the disclosing Party agrees to be responsible for any breach of the provisions of this Section 10 by such officers, directors, employees or attorneys; (c) disclosure by CSR or XM in connection with its bona fide financing activities, (d) in the event that CSR becomes subject to financial information reporting requirements, this Agreement may be made publicly available by CSR to investors in accordance with applicable rules and. regulations under Canadian securities or similar laws, (e) disclosure in the form of a public statement or press release approved by the other party regarding its business Party hereto in advance of such statement or release; (f) general marketing information releases describing the nature of this Agreement in general terms; and operations(g) as mutually agreed upon, in writing, by CSR, XM and Distributor in advance of such disclosure. All confidential This confidentiality provision shall remain in effect for the full Term of the Agreement whether or not there is an early termination of this Agreement. (b) In relation to the subject matter of this Agreement, each Party agrees to comply with applicable privacy laws, to comply with their own privacy policies and statements, and to cooperate with the other Parties in this regard. Such cooperation will include, but will not be limited to, making commercially reasonable efforts to obtain the appropriate form of privacy consent from consumers which is necessary or desirable for the other Party. Unless otherwise agreed to by the Parties in writing, the information provided by a party hereto that Distributor provides to both CSR and XM under Section 5(a) and Section 5(b) of this Agreement shall be used by CSR and XM exclusively to facilitate the other party hereto solely for the purpose enrolment of rendering or receiving services pursuant such customers; specifically, CSR and XM may use this information to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreementset up the customer's account, (ii) that is independently derived by a party hereto without provide informational material to them regarding the service they have selected including details of the service, how to use of any information provided by the other party hereto in connection with this Agreementservice, and how to continue receiving the service after the promotional period, and (iii) to match radio IDs that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent have been installed and activated. If one of the party providing Parties requests it, the information, which consent shall not be unreasonably withheld. The undertakings Parties will cooperate toward entering into a separate and obligations contained in this Section 10.1 shall survive the termination mutually acceptable Privacy Agreement or expiration Letter of this Agreement for a period of three (3) yearsUnderstanding. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each the Fund agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three ten (310) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 9.1 The Transfer Agent and each Fund parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the any other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, disclosure or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 9.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund the Trust, on behalf of itself and the Funds, agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No Neither party will use or disclose confidential information for purposes other than the activities contemplated by this Agreement or except except: (i) as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, disclosure or except (ii) at the request or with the written consent of the other party. Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, sub-contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 10.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 The Transfer Agent affirms that it has, and will continue to have throughout the term of this Agreement, procedures in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules and regulations.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all 9.1 All information provided under this Agreement by each a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding its the Disclosing Party’s business and operations. All confidential information provided by a party hereto operations shall be used treated as confidential. Subject to Section 9.2 below and any applicable Transfer Agent notice and/or consent requirements specified in Section 13 herein, all Confidential Information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the other party hereto Receiving Party, or its agents or service providers, solely for the purpose of rendering performing or receiving the services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No party will use or disclose confidential information for purposes and discharging the Receiving Party’s other than obligations under the activities contemplated by this Agreement or except as required by law, court process or pursuant to managing the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent business of the other party. Notwithstanding the foregoingReceiving Party and its affiliates, each party acknowledges that the other party may provide access to including financial and use of confidential information relating to the other party to the disclosing party’s employeesoperational management and reporting, contractorsrisk management, sub-contractors, agents, professional advisors, auditors or persons performing similar functionslegal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (ia) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (iib) that is independently derived by a party hereto the Receiving Party without the use of any information provided by the other party hereto Disclosing Party in connection with this Agreement, (iiic) that is required in disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar processprocess (provided that, unless prohibited by law or regulation, promptly on receipt of any order compelling such disclosure, the disclosing party shall notify the non-disclosing party in writing of such requirement to disclose so that the non-disclosing party will have the opportunity to obtain a protective order), (d) that is disclosed as required by operation of law or regulationregulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Transfer Agent or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (ive) where the party seeking to disclose has received the prior written consent of the party providing the information. For purposes of this Agreement, “Confidential Information” shall mean any confidential or proprietary information, whether disclosed orally, visually or in writing, by way of any media, of a party to this Agreement, any customer of a party to this Agreement or any third party which consent has disclosed such information to a party on a confidential basis, including but not limited to, a party’s, its’ respective customers’ or such third party’s business or financial affairs, trade secrets, intellectual property, technology, research and development, pricing, product plans, marketing plans or the terms or existence of this Agreement. The parties agree that disclosure of Confidential Information by the Transfer Agent will cause irreparable damage to the applicable Company and, therefore, in addition to all other remedies available at law or in equity, the applicable Company shall not have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The Transfer Agent shall be unreasonably withheldliable under this Agreement to the applicable Company for any use or disclosure in violation of this section by its or its affiliates’ personnel, agents, subcontractors, attorneys, accountants, and other advisors. Information Classification: Limited Access The undertakings and obligations contained in this Section 10.1 9.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 Agreement. The Transfer Agent affirms that it hasshall, and will continue to have throughout the term upon termination or expiration of this Agreement, procedures or at any time on demand by the applicable Company, promptly return to such Company all Confidential Information together with any copies or reproductions thereof and destroy all related data in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules its computer and regulationsother electronic files.

Confidentiality and Privacy. 10.1 The Transfer Agent and each Fund agree that each shall treat confidentially all 9.1 All information provided under this Agreement by each a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding its the Disclosing Party’s business and operations. All confidential information provided by a party hereto operations shall be used treated as confidential. Subject to Section 9.2 below and any applicable Transfer Agent notice and/or consent requirements specified in Section 13 herein, all Confidential Information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the other party hereto Receiving Party, or its agents or service providers, solely for the purpose of rendering performing or receiving the services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. No party will use or disclose confidential information for purposes and discharging the Receiving Party’s other than obligations under the activities contemplated by this Agreement or except as required by law, court process or pursuant to managing the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent business of the other party. Notwithstanding the foregoingReceiving Party and its affiliates, each party acknowledges that the other party may provide access to including financial and use of confidential information relating to the other party to the disclosing party’s employeesoperational management and reporting, contractorsrisk management, sub-contractors, agents, professional advisors, auditors or persons performing similar functionslegal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (ia) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (iib) that is independently derived by a party hereto the Receiving Party without the use of any information provided by the other party hereto Disclosing Party in connection with this Agreement, (iiic) that is required in disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar processprocess (provided that, unless prohibited by law or regulation, promptly on receipt of any order compelling such disclosure, the disclosing party shall notify the non-disclosing party in writing of such requirement to disclose so that the non-disclosing party will have the opportunity to obtain a protective order), (d) that is disclosed as required by operation of law or regulationregulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Transfer Agent or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (ive) where the party seeking to disclose has received the prior written consent of the party providing the information. For purposes of this Agreement, “Confidential Information” shall mean any confidential or proprietary information, whether disclosed orally, visually or in writing, by way of any media, of a party to this Agreement, any customer of a party to this Agreement or any third party which consent has disclosed such information to a party on a confidential basis, including but not limited to, a party’s, its’ respective customers’ or such third party’s business or financial affairs, trade secrets, intellectual property, technology, research and development, pricing, product plans, marketing plans or the terms or existence of this Agreement. The parties agree that disclosure of Confidential Information by the Transfer Agent will cause irreparable damage to the applicable Company and, therefore, in addition to all other remedies available at law or in equity, the applicable Company shall not have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The Transfer Agent shall be unreasonably withheldliable under this Agreement to the applicable Company for any use or disclosure in violation of this section by its or its affiliates’ personnel, agents, subcontractors, attorneys, accountants, and other advisors. The undertakings and obligations contained in this Section 10.1 9.1 shall survive the termination or expiration of this Agreement for a period of three (3) years. 10.2 Agreement. The Transfer Agent affirms that it hasshall, and will continue to have throughout the term upon termination or expiration of this Agreement, procedures or at any time on demand by the applicable Company, promptly return to such Company all Confidential Information together with any copies or reproductions thereof and destroy all related data in place that are reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable laws, rules its computer and regulationsother electronic files.