Common use of CONFIDENTIALITY AND USE OF DATA Clause in Contracts

CONFIDENTIALITY AND USE OF DATA. (a) You and Citibank agree that all parties to this Agreement will treat as confidential (both during and after the termination of Your access to the System) any information learned about the other, its investment strategy or holdings or its products or services, any software, other technology, or intellectual property, and any confidential and/or personal information, in each case that the receiving party knows, or reasonably should know, to be confidential or proprietary to the other party (collectively, “Confidential Information”), in connection with Your use of the System. All System Content is Confidential Information owned exclusively by Citibank. Except as otherwise provided herein, neither party may transfer or disclose Confidential Information of the other party to any third party or use such Confidential Information except as permitted by this Agreement. These obligations shall not apply to information which (i) is, or becomes, known to the public other than as a result of a breach of this Agreement, (ii) is rightfully received by the other party from a third party entitled to disclose it, (iii) is independently developed by the other party without use of or reference to another party’s Confidential Information, or (iv) is required to be disclosed by the terms of any court order, subpoena, administrative order, rule, regulation, or otherwise by Applicable Law or in accordance with this Agreement. You, Your Firm and Citibank each agree to maintain adequate security procedures and take reasonable precautions to prevent the misuse, unauthorized or inadvertent disclosure, or loss of Confidential Information. (b) All information submitted by or through You to Citibank or collected by Citibank from You through or in connection with the System, including all registration data, clickstream data, and Transaction data, will be the property of Citibank, and Citibank will be free to use it in accordance with its business practices, Applicable Law and the confidentiality provisions of this Agreement. (c) You agree that Citibank shall be free to use such information without restriction if such information is aggregated with other data or otherwise processed such that it cannot be attributed to or associated with You. (d) You undertake to provide Citibank with all documents and other information reasonably requested by it, and to update Citibank within 30 days of a material change in any information previously provided. (e) You further agree that Citibank may disclose Confidential Information about You to: (i) any service provider to Citibank and any contractors or agents of a service provider for the purposes of operation and maintenance of the System or compliance with Applicable Law; and (ii) Citibank’s affiliates, as reasonably necessary to evaluate credit exposure to You and/or Your Firm or for the purpose of managing Your and/or Your Firm’s business relationship with Citibank and its affiliates or compliance with Applicable Law; and (iii) government agencies and regulatory authorities, agencies, or courts or other tribunals, whether domestic or foreign, upon their request or where required by Applicable Law, provided that Citibank shall procure that the recipients of such Confidential Information referred to in sub-paragraphs (i) and (ii) shall be subject to the same or similar confidentiality obligations as apply to Citibank’s use of the Confidential Information under this Agreement. (f) You acknowledge and agree that Citibank or any of its designees or representatives may monitor and record Your use of the System and may monitor and record telephone conversations and other communications with You and Your Firm’s employees and agents in relation to use of the System and any Transaction which we may enter into. A copy of the recording of such conversations and other communications will be available on request for a period of five (5) years or such for such period of time as necessary to comply with Applicable Law or supervisory authorities’ regulations. (g) You and Citibank acknowledge and agree that your agreement in Sections 12(b)-(c) and 12(e)-(f) is not relied upon by Citibank or its affiliates as a legal basis for processing under the European Commission Data Protection Directive (95/46/EC) and any laws implementing such Directive, the General Data Protection Regulation (EU) 2016/679 law (“GDPR”) and the laws and/or regulations of any country outside the European Economic Area (other than the Asia Pacific countries listed in the Countries Annexes) that are intended to provide equivalent protections for personal data (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) of data subjects (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) as the GDPR, including without limitation, the data protection laws or regulations of the United Kingdom, Guernsey, Israel, Jersey, Morocco and Switzerland (collectively, "Relevant Data Protection Law”). For the purposes of this Agreement, “Relevant Data Protection Law” shall not include the data protection laws or regulations of an Asia Pacific country listed in the Country Annexes, and this Section 12(g) shall not apply to any Asia Pacific country listed in the Country Annexes. (h) As part of Citibank’s policy of continuous product development and improvement, Citibank monitors and keeps records of the nature, frequency and scope of all users’ access to and/or use of the System. Citibank uses such information only on an aggregated and anonymised basis. (i) From time to time, in order to assist You in Your use of the System or to assist in disputes, Citibank will communicate with Your computer to determine Your computer’s specification and/or environment, or to retrieve information on or related to Transactions stored thereon. (j) Data held by Citibank in the System (including for example the trades and the audit log) relating to any Transactions by You, will be held by Citibank for such period of time as necessary to comply with Applicable Law or supervisory authorities’ regulations. (k) You and Citibank acknowledge and agree that your agreement in Sections 12(c) and 12 (e) – (f) is not relied upon by Citibank or its affiliates in relation to the lawfulness of the processing of personal data under the European Commission Data Protection Directive (95/46/EC) and any laws implementing such Directive, the General Data Protection Regulation (EU) 2016/679 law as amended or replaced from time to time and any equivalent data protection laws or regulations in the United Kingdom, Jersey or Switzerland, including any amendments or supplements to or replacements of such laws and/or regulations of any of the foregoing from time to time.

CONFIDENTIALITY AND USE OF DATA. “Confidential Information” means all information provided by or on behalf of a party (athe “Disclosing Party”) You and Citibank agree that all parties to this Agreement will treat as confidential (both during and after the termination of Your access to the System) any information learned about the other, its investment strategy or holdings or its products or services, any software, other technology, or intellectual property, and any confidential and/or personal information, in each case that the receiving party knows, or reasonably should know, to be confidential or proprietary to the other party (collectively, the “Confidential InformationReceiving Party”), in connection or collected by a Receiving Party, under or pursuant to this Agreement that is marked “confidential”, “restricted”, “proprietary” or with Your use a similar designation, or that the Receiving Party knows or reasonably should know is confidential, proprietary or a trade secret. The terms and conditions of the System. All System Content is this Agreement (including any related fee schedule or arrangement) and any fees will be treated as Confidential Information owned exclusively by Citibankas to which each party is a Disclosing Party. Except as otherwise provided herein, neither party may transfer or disclose Confidential Information of the other party to any third party or use such Confidential Information except as permitted by this Agreement. These obligations shall will not apply to include information which that: (i) isis publicly available when provided or thereafter becomes publicly available, or becomes, known to the public other than as a result of through a breach of this Agreement, : (ii) is rightfully received by was known to the other party from a third party entitled Receiving Party (without an obligation of confidentiality) prior to disclose it, its disclosure; (iii) is independently developed by the other party Receiving Party without the use of or reference to another party’s other Confidential Information, or ; (iv) is required rightfully obtained on a non-confidential basis from a third party source. “Data” means any Confidential Information of the Fund relating to its holdings, transactions or other information that the Custodian obtains with respect to the Fund in connection with the provision of the services under this Agreement or any other agreement. Subject to this Section 22.10, Confidential Information will not be disclosed by the terms Receiving Party to any third party without the prior consent of the Disclosing Party. Except as expressly contemplated by this Agreement, nothing in this Section 22.10 will limit the confidentiality and data-protection obligations of the Custodian and its agents and affiliates under this Agreement and applicable laws. Subject to this Section 22.10, all Confidential Information, including Data, will be used by the Receiving Party for the purpose of providing or receiving services, as applicable, pursuant to this Agreement or otherwise discharging its obligations under this Agreement. The Custodian and its affiliates may use Data to develop, publish or otherwise distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in the flow of investment funds into various markets, sectors or investment instruments (collectively, the “Indicators”), but only so long as (i) the Data is combined or aggregated with (A) information relating to other customers of the Custodian and/or (B) information derived from other sources, in each case such that the Indicators do not allow for attribution to or identification of such Data with the Trust or any Fund, (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Custodian publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement. The Fund acknowledges that the Custodian may seek and realize economic benefit from the publication or distribution of the Indicators. The Receiving Party may disclose the Disclosing Party's Confidential Information without the Disclosing Party’s consent to its attorneys, accountants, auditors, consultants and other similar advisors that have a reasonable need to know such Confidential Information (“Representatives”), provided such Confidential Information is disclosed under obligations of confidentiality that prohibit the disclosure or use of such Confidential Information by the Representatives for any purpose other than the specific engagement with the Receiving Party for which the Representative has been retained and that are otherwise no less restrictive than the confidentiality obligations contained in this Agreement. The parties acknowledge that use of Confidential Information by a Representative to represent its other clients in dealing with the Disclosing Party would constitute a breach of this Section 22.10. Where the Custodian is the Receiving Party, “Representatives” will include its affiliates and Service Providers (as defined below). The Custodian may disclose and permit use (as applicable) of Confidential Information of the Fund without the Fund’s consent: (i) to its affiliates and any of its third-party agents and service providers (“Service Providers”) in connection with the provision of services, the discharge of its obligations under this Agreement or the carrying out of any court orderProper Instruction, subpoena, administrative order, rule, regulation, or otherwise by Applicable Law or including in accordance with this Agreement. You, Your Firm and Citibank each agree to maintain adequate security procedures and take reasonable precautions to prevent the misuse, unauthorized standard practices or inadvertent disclosure, or loss requirements of Confidential Information. (b) All information submitted by or through You to Citibank or collected by Citibank from You through any financial market utility or in connection with the Systemsettlement, including all registration dataholding or administration of cash, clickstream data, and Transaction data, will be the property of Citibank, and Citibank will be free to use it in accordance with its business practices, Applicable Law and the confidentiality provisions of this Agreement. (c) You agree that Citibank shall be free to use such information without restriction if such information is aggregated with securities or other data or otherwise processed such that it cannot be attributed to or associated with You. (d) You undertake to provide Citibank with all documents and other information reasonably requested by it, and to update Citibank within 30 days of a material change in any information previously provided. (e) You further agree that Citibank may disclose Confidential Information about You to: (i) any service provider to Citibank and any contractors or agents of a service provider for the purposes of operation and maintenance of the System or compliance with Applicable Law; instruments and (ii) Citibank’s to its affiliates in connection with the management of the businesses of the Custodian and its affiliates, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management and marketing. The Custodian shall cause any affiliate, agent or Service Provider to which it has disclosed Confidential Information pursuant to this Section 22.10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement. Each party may store Confidential Information with third-party providers of information technology services, and permit access to Confidential Information by such providers as reasonably necessary to evaluate credit exposure to You and/or Your Firm or for the purpose receipt of managing Your and/or Your Firmcloud computing and storage services and related hardware and software maintenance and support. Such Confidential Information must be disclosed under obligations of confidentiality. The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent such disclosure is required to satisfy any legal requirement (including in response to court-issued orders, investigative demands, subpoenas or similar processes or to satisfy the requirements of any applicable regulatory authority). Each party acknowledges that the disclosure to any non-authorized third party of Confidential Information or the use of Confidential Information in breach of this Agreement, may immediately give rise to continuing irreparable injury inadequately compensable in damages at law, and in such cases the Receiving Party agrees to waive any defense that an adequate remedy at law is available if the Disclosing Party seeks to obtain injunctive relief against any such breach or any threatened breach. Each party will be responsible for any use or disclosure of Confidential Information of the Disclosing Party in breach of this Agreement by its Representatives as though such party had used or disclosed such Confidential Information itself. In no event will the Custodian allow representatives of its asset management division or affiliates engaged in asset management to have access to or to use Confidential Information of the Fund, including Data. The Custodian will employ reasonable safeguards designed to protect the Fund’s business relationship with Citibank Confidential Information, which may include but are not limited to the use of encryption technologies, passwords and its affiliates or any other safeguards the Custodian may choose to employ. . At all times, Custodian shall remain responsible and liable for such entities’ compliance with Applicable Law; the terms of Section 22.14. Custodian agrees to notify promptly the Fund of any breach of this Section 22.10 or Section 22.143 and (iii) government agencies to provide the Fund with details as to the nature and regulatory authoritiesextent of the breach, agenciesincluding, but not limited to, the type of confidential or courts or other tribunals, whether domestic or foreign, upon their request or where required by Applicable Law, provided that Citibank shall procure that personal information disclosed and the identity of the recipients of such Confidential Information referred information. To the extent reasonably possible, shareholder information made available to in subthird parties by Custodian will be provided on a non-paragraphs disclosed basis (i) and (ii) shall be subject to that is, without information disclosing the same or similar confidentiality obligations as apply to Citibank’s use identity of the Confidential Information under this Agreementshareholder). (f) You acknowledge and agree that Citibank or any of its designees or representatives may monitor and record Your use of the System and may monitor and record telephone conversations and other communications with You and Your Firm’s employees and agents in relation to use of the System and any Transaction which we may enter into. A copy of the recording of such conversations and other communications will be available on request for a period of five (5) years or such for such period of time as necessary to comply with Applicable Law or supervisory authorities’ regulations. (g) You and Citibank acknowledge and agree that your agreement in Sections 12(b)-(c) and 12(e)-(f) is not relied upon by Citibank or its affiliates as a legal basis for processing under the European Commission Data Protection Directive (95/46/EC) and any laws implementing such Directive, the General Data Protection Regulation (EU) 2016/679 law (“GDPR”) and the laws and/or regulations of any country outside the European Economic Area (other than the Asia Pacific countries listed in the Countries Annexes) that are intended to provide equivalent protections for personal data (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) of data subjects (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) as the GDPR, including without limitation, the data protection laws or regulations of the United Kingdom, Guernsey, Israel, Jersey, Morocco and Switzerland (collectively, "Relevant Data Protection Law”). For the purposes of this Agreement, “Relevant Data Protection Law” shall not include the data protection laws or regulations of an Asia Pacific country listed in the Country Annexes, and this Section 12(g) shall not apply to any Asia Pacific country listed in the Country Annexes. (h) As part of Citibank’s policy of continuous product development and improvement, Citibank monitors and keeps records of the nature, frequency and scope of all users’ access to and/or use of the System. Citibank uses such information only on an aggregated and anonymised basis. (i) From time to time, in order to assist You in Your use of the System or to assist in disputes, Citibank will communicate with Your computer to determine Your computer’s specification and/or environment, or to retrieve information on or related to Transactions stored thereon. (j) Data held by Citibank in the System (including for example the trades and the audit log) relating to any Transactions by You, will be held by Citibank for such period of time as necessary to comply with Applicable Law or supervisory authorities’ regulations. (k) You and Citibank acknowledge and agree that your agreement in Sections 12(c) and 12 (e) – (f) is not relied upon by Citibank or its affiliates in relation to the lawfulness of the processing of personal data under the European Commission Data Protection Directive (95/46/EC) and any laws implementing such Directive, the General Data Protection Regulation (EU) 2016/679 law as amended or replaced from time to time and any equivalent data protection laws or regulations in the United Kingdom, Jersey or Switzerland, including any amendments or supplements to or replacements of such laws and/or regulations of any of the foregoing from time to time.

CONFIDENTIALITY AND USE OF DATA. (a) You and Citibank agree that all parties to this Agreement will treat as confidential (both during and after the termination of Your access to the System) any information learned about the other, its investment strategy or holdings or its products or services, any software, other technology, or intellectual property, and any confidential and/or personal information, in each case that the receiving party knows, or reasonably should know, to be confidential or proprietary to the other party (collectively, “Confidential Information”), in connection with Your use of the System. All System Content is Confidential Information owned exclusively by Citibank. Except as otherwise provided herein, neither party may transfer or disclose Confidential Information of the other party to any third party or use such Confidential Information except as permitted by this Agreement. These obligations shall not apply to information which (i) is, or becomes, known to the public other than as a result of a breach of this Agreement, (ii) is rightfully received by the other party from a third party entitled to disclose it, (iii) is independently developed by the other party without use of or reference to another party’s Confidential Information, or (iv) is required to be disclosed by the terms of any court order, subpoena, administrative order, rule, regulation, or otherwise by Applicable Law or in accordance with this Agreement. You, Your Firm and Citibank each agree to maintain adequate security procedures and take reasonable precautions to prevent the misuse, unauthorized or inadvertent disclosure, or loss of Confidential Information. (b) All information submitted by or through You to Citibank or collected by Citibank from You through or in connection with the System, including all registration data, clickstream data, and Transaction data, will be the property of Citibank, and Citibank will be free to use it in accordance with its business practices, Applicable Law and the confidentiality provisions of this Agreement. (c) You agree that Citibank shall be free to use such information without restriction if such information is aggregated with other data or otherwise processed such that it cannot be attributed to or associated with You. (d) You undertake to provide Citibank with all documents and other information reasonably requested by it, and to update Citibank within 30 days of a material change in any information previously provided. (e) You further agree that Citibank may disclose Confidential Information about You to: (i) any service provider to Citibank and any contractors or agents of a service provider for the purposes of operation and maintenance of the System or compliance with Applicable Law; and (ii) Citibank’s affiliates, as reasonably necessary to evaluate credit exposure to You and/or Your Firm or for the purpose of managing Your and/or Your Firm’s business relationship with Citibank and its affiliates or compliance with Applicable Law; and (iii) government agencies and regulatory authorities, agencies, or courts or other tribunals, whether domestic or foreign, upon their request or where required by Applicable Law, provided that Citibank shall procure that the recipients of such Confidential Information referred to in sub-sub- paragraphs (i) and (ii) shall be subject to the same or similar confidentiality obligations as apply to Citibank’s use of the Confidential Information under this Agreement. (f) You acknowledge and agree that Citibank or any of its designees or representatives may monitor and record Your use of the System and may monitor and record telephone conversations and other communications with You and Your Firm’s employees and agents in relation to use of the System and any Transaction which we may enter into. A copy of the recording of such conversations and other communications will be available on request for a period of five (5) years or such for such period of time as necessary to comply with Applicable Law or supervisory authorities’ regulations. (g) You and Citibank acknowledge and agree that your agreement in Sections 12(b)-(c) and 12(e)-(f) is not relied upon by Citibank or its affiliates as a legal basis for processing under the European Commission Data Protection Directive (95/46/EC) and any laws implementing such Directive, the General Data Protection Regulation (EU) 2016/679 law (“GDPR”) and the laws and/or regulations of any country outside the European Economic Area (other than the Asia Pacific countries listed in the Countries Annexes) that are intended to provide equivalent protections for personal data (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) of data subjects (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) as the GDPR, including without limitation, the data protection laws or regulations of the United Kingdom, Guernsey, Israel, Jersey, Morocco and Switzerland (collectively, "Relevant Data Protection Law”). For the purposes of this Agreement, “Relevant Data Protection Law” shall not include the data protection laws or regulations of an Asia Pacific country listed in the Country Annexes, and this Section 12(g) shall not apply to any Asia Pacific country listed in the Country Annexes. (h) As part of Citibank’s policy of continuous product development and improvement, Citibank monitors and keeps records of the nature, frequency and scope of all users’ access to and/or use of the System. Citibank uses such information only on an aggregated and anonymised basis. (i) From time to time, in order to assist You in Your use of the System or to assist in disputes, Citibank will communicate with Your computer to determine Your computer’s specification and/or environment, or to retrieve information on or related to Transactions stored thereon. (j) Data held by Citibank in the System (including for example the trades and the audit log) relating to any Transactions by You, will be held by Citibank for such period of time as necessary to comply with Applicable Law or supervisory authorities’ regulations. (k) You and Citibank acknowledge and agree that your agreement in Sections 12(c) and 12 (e) – (f) is not relied upon by Citibank or its affiliates in relation to the lawfulness of the processing of personal data under the European Commission Data Protection Directive (95/46/EC) and any laws implementing such Directive, the General Data Protection Regulation (EU) 2016/679 law as amended or replaced from time to time and any equivalent data protection laws or regulations in the United Kingdom, Jersey or Switzerland, including any amendments or supplements to or replacements of such laws and/or regulations of any of the foregoing from time to time.