Common use of Cooperation; Confidentiality Clause in Contracts

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the Company. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Company (as applicable), their actions with respect to the Fund and the Company, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the Company. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and information relating to Portfolio management that is in the possession of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 12. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the Company.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the CompanyTrust. Subject to the foregoing, each party the Sub-Adviser shall treat as confidential all information pertaining to the Sub-Adviser, AdviserFund, the Fund or its shareholders or the Company (as applicable)Trust, their actions with respect to the Fund and the Company, and the business, operations and clients of the Adviser and their respective actions, and shall use such information only in connection with the services performed under this Agreement. The Adviser shall treat as confidential all information provided by the Sub-AdviserAdviser that is identified by the Sub-Adviser as confidential. Notwithstanding the foregoing, except that the aforesaid information subject to this Section 10 need not be treated by the receiving party as confidential (i) if (a) the receiving party is required to be disclosed disclose such information under applicable law, (bii) if such information is generally available to the public through means other than by disclosure by the partiesreceiving party, or (ciii) if available from a source other than the Adviser, Sub-Adviser receiving party provided that such source is not known (or should have been known) to the Companyreceiving party to be bound by confidentiality obligations pertaining to such information. The Sub-Adviser acknowledges that the Adviser will have continuous access through the Custodian to the Portfolio’s holdings and any information relating related to Portfolio management that is in the possession of the Fund’s custodianportfolio. Neither Notwithstanding anything to the Adviser nor contrary herein or to any policies and procedures, the Sub-Adviser shall may not disclose or disseminate non-public information regarding the PortfolioFund portfolio holdings information, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to except in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of accordance with the Fund’s Policies and Procedures on Disclosure of Portfolio Holdings (the “Disclosure Policy”). To the extent that either Party the Sub-Adviser has delegated any duties or services to an affiliate or a third-–party, it the Sub-Adviser shall ensure require that any such affiliate or third-party abides agree in writing to maintain the confidentiality of Fund portfolio holdings information as and to the extent required by the confidentiality provision Disclosure Policy. For purposes of this Section 12. Each Party shall ensure that any such affiliate the Disclosure Policy, information provided to a broker-dealer relating to orders or third-party shall enter into a written confidentiality agreement providing potential orders for the nonpurchase or sale of Fund holdings will not be deemed to be portfolio holdings information, provided that the Sub-Adviser determines that the disclosure of such non-public information. Notice of such agreement shall be provided to does not provide the Companyrecipient with an advantage over Fund shareholders.

Cooperation; Confidentiality. (a) Each party to this Agreement agrees to cooperate with the each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SECSEC and state insurance regulators) in connection with any investigation or inquiry relating to this AgreementAgreement or the Fund. (b) Subject to paragraphs (a), (c) and (d) of this Section 10, the Sub-Adviser will treat confidentially and as proprietary information of the Fund or the Company. Subject all such non-public records and other information related to the foregoing, each party shall treat as confidential all information pertaining to Fund maintained by the Sub-Adviser, Adviserand will not use such non-public records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund or its shareholders or the Company Manager, which approval shall not be unreasonably withheld. Subject to paragraphs (as applicablea), their actions with respect (c) and (d) of this Section 10, the Manager will treat confidentially and as proprietary information of the Sub-Adviser all non-public information furnished to the Fund or the Manager by the Sub-Adviser in connection with its duties under this Agreement, except after prior notification to and the Company, and the business, operations and clients of the Adviser and approval in writing by the Sub-Adviser, except that which approval shall not be unreasonably withheld. Notwithstanding the foregoing, the aforesaid records and information need not be treated as confidential if (a) required to be disclosed under by applicable law, (b) generally available to the public through means other than regulation or upon request by disclosure by the parties, a party’s regulator or (c) auditor or if available from a source other than the Fund, the Manager or the Sub-Adviser, . (c) To the extent that any market counterparty with whom the Sub-Adviser or the Company. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and deals requires information relating to Portfolio management that is in the possession Series (including, but not limited to, the identity of the Fund’s custodian. Neither Series and market value of the Adviser nor Series), the Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Series in accordance with the terms of this Agreement. (d) The Fund and the Manager acknowledge that any information or disseminate nonrecommendation supplied by, or produced by, the Sub-public information regarding Adviser in connection with the Portfolioperformance of its obligations hereunder is to be regarded by the Fund and the Manager as confidential and for use only by the Manager and the Fund. Furthermore, including except as required by law (including, but not limited to semi-annual, annual or other filings made under the 0000 Xxx) or as agreed to by the Manager and Sub-Adviser, the Manager and the Fund will not disclose, in any manner whatsoever except as expressly authorized in this Agreement, any list of securities held by the Series until such list of securities is filed with the SEC, mailed out to shareholders or posted on the Fund’s Web site, which filing, mailing or posting shall not be made sooner than 30 days after calendar quarter end, except that the Series’ top 10 holdings may be disclosed 16 days after month end. In addition, at the end of each calendar quarter, the Manager may disclose, earlier than 30 days after calendar quarter end, a list of portfolio the securities identified as being held purchased or sold by the Portfolio, which it receives Series during the calendar quarter to certain third party data or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 12. Each Party shall ensure that any such affiliate or third-party shall enter service providers who have entered into a written confidentiality agreement providing for with the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyManager.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the CompanyTrust. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Company Trust (as applicable), their actions with respect to the Fund and the CompanyTrust, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the CompanyTrust. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and information relating to Portfolio management that is in the possession of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyTrust.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the Company. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Company (as applicable), their actions with respect to the Fund and the Company, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the Company. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and information relating to Portfolio management that is in the possession of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the Company.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SECSEC and state insurance regulators) in connection with any investigation or inquiry relating to this Agreement, the Fund Agreement or the CompanyTrust. Subject to the foregoing, each party the Portfolio Manager shall treat as confidential all information pertaining to the Sub-Adviser, AdviserTrust and actions of the Trust, the Fund or its shareholders or the Company (as applicable), their actions with respect to the Fund Manager and the CompanyPortfolio Manager, and the businessManager shall treat as confidential and use only in connection with the Series all information furnished to the Trust or the Manager by the Portfolio Manager, operations and clients of in connection with its duties under the Adviser and the Sub-Adviser, Agreement except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) if generally available to the public through means other than by disclosure by the partiesPortfolio Manager or the Manager, or (c) if available from a source other than the AdviserManager, Sub-Adviser or Portfolio Manager of the Company. Sub-Adviser acknowledges that Trust. (a) During the Adviser will have continuous access term of this Agreement, the Trust and the Manager agree to furnish to the Portfolio’s holdings Portfolio Manager at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Portfolio Manager or any of its affiliates (other than the Manager), or that use any derivative of the name “Xxxxxx Xxxxxxx” or any derivative thereof or logos associated therewith. The Trust and the Manager agree that they will not use any such material without the prior consent of the Portfolio Manager, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager will furnish to the Portfolio Manager copies of any of the above-mentioned materials that refer or relate in any way to the Portfolio Manager; (b) The Trust and the Manager will furnish to the Portfolio Manager such information relating to either of them or the business affairs of the Trust as the Portfolio management Manager shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager and the Trust agree that is neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Portfolio Manager or the Series other than the information or representations contained in the possession Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Portfolio Manager, except with the prior permission of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 12. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyManager.

Cooperation; Confidentiality. (a) Each party to this Agreement agrees to cooperate with the each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SECSEC and state insurance regulators) in connection with any investigation or inquiry relating to this AgreementAgreement or the Trust. (b) Subject to paragraphs (a), (c) and (d) of this Section 10, the Fund or Portfolio Manager will treat confidentially and as proprietary information of the Company. Subject Trust all such records and other information related to the Trust maintained by the Portfolio Manager, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, provided, however, that notwithstanding the foregoing, each party the Portfolio Manager may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of the Portfolio Manager. (c) To the extent that any market counterparty with whom the Portfolio Manager deals requires information relating to the Series (including, but not limited to, the identity of the Series and market value of the Series), the Portfolio Manager shall treat be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Series in accordance with the terms of this Agreement. (d) The Trust and the Manager acknowledge that any information or recommendation supplied by, or produced by, the Portfolio Manager in connection with the performance of its obligations hereunder is to be regarded by the Trust and the Manager as confidential all information pertaining and for use only by the Manager and the Trust. Furthermore, except as required by law (including, but not limited to semi-annual, annual or other filings made under the Sub-Adviser, Adviser0000 Xxx) or as agreed to by the Manager and Portfolio Manager, the Fund or its Manager and the Trust will not disclose, in any manner whatsoever except as expressly authorized in this Agreement, any list of securities held by the Series until such list of securities is filed with the SEC, mailed out to shareholders or posted on the Company (as applicable)Trust’s Web site, their actions with respect to the Fund and the Companywhich filing, and the business, operations and clients of the Adviser and the Sub-Advisermailing or posting shall not be made sooner than 30 days after calendar quarter end, except that the aforesaid information need not be treated as confidential if (a) required to Series’ top 10 holdings may be disclosed under applicable law16 days after month end. In addition, (b) generally available to at the public through means other end of each calendar quarter, the Manager may disclose, earlier than by disclosure by the parties30 days after calendar quarter end, or (c) available from a source other than the Adviser, Sub-Adviser or the Company. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and information relating to Portfolio management that is in the possession of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio the securities identified as being held purchased or sold by the Portfolio, which it receives Series during the calendar quarter to certain third party data or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 12. Each Party shall ensure that any such affiliate or third-party shall enter service providers who have entered into a written confidentiality agreement providing for with the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyManager.

Cooperation; Confidentiality. (a) Each party to this Agreement agrees to cooperate with the each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SECSEC and state insurance regulators) in connection with any investigation or inquiry relating to this AgreementAgreement or the Fund. (b) Subject to paragraphs (a), (c) and (d) of this Section 10, the Sub-Adviser will treat confidentially and as proprietary information of the Fund or the Company. Subject all such non-public records and other information related to the foregoing, each party shall treat as confidential all information pertaining to Fund maintained by the Sub-Adviser, Adviserand will not use such non-public records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund or its shareholders or the Company Manager, which approval shall not be unreasonably withheld. Subject to paragraphs (as applicablea), their actions with respect (c) and (d) of this Section 10, the Manager will treat confidentially and as proprietary information of the Sub-Adviser all non-public information furnished to the Fund or the Manager by the Sub-Adviser in connection with its duties under this Agreement, except after prior notification to and the Company, and the business, operations and clients of the Adviser and approval in writing by the Sub-Adviser, except that which approval shall not be unreasonably withheld. Notwithstanding the foregoing, the aforesaid records and information need not be treated as confidential if (a) required to be disclosed under by applicable law, (b) generally available to the public through means other than regulation or upon request by disclosure by the parties, a party’s regulator or (c) auditor or if available from a source other than the Fund, the Manager or the Sub-Adviser, . (c) To the extent that any market counterparty with whom the Sub-Adviser or the Company. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and deals requires information relating to Portfolio management that is in the possession Series (including, but not limited to, the identity of the Fund’s custodian. Neither Series and market value of the Adviser nor Series), the Sub-Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Series in accordance with the terms of this Agreement. (d) The Fund and the Manager acknowledge that any information or disseminate nonrecommendation supplied by, or produced by, the Sub-public information regarding Adviser in connection with the Portfolioperformance of its obligations hereunder is to be regarded by the Fund and the Manager as confidential and for use only by the Manager and the Fund. Furthermore, including except as required by law (including, but not limited to semi-annual, annual or other filings made under the 1000 Xxx) or as agreed to by the Manager and Sub-Adviser, the Manager and the Fund will not disclose, in any manner whatsoever except as expressly authorized in this Agreement, any list of securities held by the Series until such list of securities is filed with the SEC, mailed out to shareholders or posted on the Fund’s Web site, which filing, mailing or posting shall not be made sooner than 30 days after calendar quarter end, except that the Series’ top 10 holdings may be disclosed 16 days after month end. In addition, at the end of each calendar quarter, the Manager may disclose, earlier than 30 days after calendar quarter end, a list of portfolio the securities identified as being held purchased or sold by the Portfolio, which it receives Series during the calendar quarter to certain third party data or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 12. Each Party shall ensure that any such affiliate or third-party shall enter service providers who have entered into a written confidentiality agreement providing for with the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyManager.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the CompanyTrust. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, Adviser or the Fund or its shareholders or the Company Trust (as applicable), their actions with respect to the Fund and the CompanyTrust, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the CompanyTrust and without a breach of an obligation of confidentiality to the other party. Sub-Adviser acknowledges that the Adviser will have continuous access to the PortfolioFund’s holdings and information relating to Portfolio portfolio management that is in the possession of the Fund’s custodianCustodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the PortfolioFund, including a list of portfolio securities identified as being held by the PortfolioFund, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio Fund as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyTrust.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund Agreement or the CompanyPortfolio. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, Adviser or the Fund Portfolio or its shareholders or the Company (as applicable), their actions with respect to the Fund and the CompanyPortfolio, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the CompanyPortfolio and without a breach of an obligation of confidentiality to the other party. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and information relating to Portfolio portfolio management that is in the possession of the Fund’s custodianCustodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the FundPortfolio. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyPortfolio.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the CompanyTrust. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Company Trust (as applicable), their actions with respect to the Fund and the CompanyTrust, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the CompanyTrust. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and information relating to Portfolio management that is in the possession of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 12. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyTrust.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the CompanyTrust. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Sub- Adviser, Adviser, Adviser or the Fund or its shareholders or the Company Trust (as applicable), their actions with respect to the Fund and the CompanyTrust, and the business, operations and clients of the Adviser and the Sub-Sub- Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the CompanyTrust and without a breach of an obligation of confidentiality to the other party. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s Fund's holdings and information relating to Portfolio portfolio management that is in the possession of the Fund’s custodianCustodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the PortfolioFund, including a list of portfolio securities identified as being held by the PortfolioFund, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio Fund as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyTrust.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund Agreement or the CompanyPortfolio. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, Adviser or the Fund Portfolio or its shareholders or the Company (as applicable), their actions with respect to the Fund and the CompanyPortfolio, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the CompanyPortfolio and without a breach of an obligation of confidentiality to the other party. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s 's holdings and information relating to Portfolio portfolio management that is in the possession of the Fund’s custodianCustodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the FundPortfolio. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyPortfolio.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the CompanyTrust. Subject to the foregoing, each party the Sub-Adviser shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Company (as applicable), their actions with respect to the Fund and the CompanyTrust and their actions, and the business, operations and clients of the Adviser and the Sub-Adviser, and the Adviser shall treat as confidential and use only in connection with the Trust as it relates to the Fund all information furnished to the Trust or the Adviser by the Sub-Adviser, in connection with its duties under this Agreement except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) if generally available to the public through means other than by disclosure by the partiesSub-Adviser or the Adviser, or (c) if available from a source other than the Adviser, Sub-Adviser or the CompanyTrust. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and any information relating related to Portfolio management that is in the possession of the Fund’s custodianportfolio or portfolio management. Neither the Adviser nor Sub-Adviser shall not disclose or disseminate non-public information regarding the PortfolioFund’ s portfolio, including a the list of portfolio securities identified as being held by the PortfolioFund, which it Sub-Adviser receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund ProceduresAgreement. Neither party Sub-Adviser shall not use its knowledge of non-public information regarding the Portfolio Fund’s portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party Sub-Adviser has delegated any duties or services to an affiliate or a third-–party, it Sub-Adviser shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1210. Each Party Sub-Adviser shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement (in a form acceptable to the Adviser) providing for the non-disclosure of such non-public information. Notice Executed copies of any such agreement shall be provided to the CompanyAdviser.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the each other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SECSEC and state insurance regulators) in connection with any investigation or inquiry relating to this Agreement, the Fund Agreement or the CompanyTrust. Subject to the foregoing, each party the Portfolio Manager shall treat as confidential all information pertaining to the Sub-Adviser, AdviserTrust and actions of the Trust, the Fund or its shareholders or the Company (as applicable), their actions with respect to the Fund Manager and the CompanyPortfolio Manager, and the businessManager shall treat as confidential and use only in connection with the Series all information furnished to the Trust or the Manager by the Portfolio Manager, operations and clients of in connection with its duties under the Adviser and the Sub-Adviser, Agreement except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) if generally available to the public through means other than by disclosure by the partiesPortfolio Manager or the Manager, or (c) if available from a source other than the AdviserManager, Sub-Adviser or Portfolio Manager of the Company. Sub-Adviser acknowledges that Trust. (a) During the Adviser will have continuous access term of this Agreement, the Trust and the Manager agree to furnish to the Portfolio’s holdings Portfolio Manager at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Portfolio Manager or any of its affiliates (other than the Manager), or that use any derivative of the name “Mxxxxx Sxxxxxx” or any derivative thereof or logos associated therewith. The Trust and the Manager agree that they will not use any such material without the prior consent of the Portfolio Manager, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager will furnish to the Portfolio Manager copies of any of the above-mentioned materials that refer or relate in any way to the Portfolio Manager; (b) The Trust and the Manager will furnish to the Portfolio Manager such information relating to either of them or the business affairs of the Trust as the Portfolio management Manager shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager and the Trust agree that is neither the Trust, the Manager, nor affiliated persons of the Trust or the Manager shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Portfolio Manager or the Series other than the information or representations contained in the possession Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Portfolio Manager, except with the prior permission of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 12. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyManager.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the Company. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Company (as applicable), their actions with respect to the Fund and the Company, and the business, operations and clients of the Adviser and the Sub-Sub- Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the Company. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s 's holdings and information relating to Portfolio management that is in the possession of the Fund’s 's custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the Company.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the Company. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Company (as applicable), their actions with respect to the Fund and the Company, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the Company. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and information relating to Portfolio management that is in the possession of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-non- disclosure of such non-public information. Notice of such agreement shall be provided to the Company.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the CompanyTrust. Subject to the foregoing, each party the Sub-Adviser shall treat as confidential all information pertaining to the Sub-Adviser, AdviserFund, the Fund or its shareholders or the Company (as applicable)Trust, their actions with respect to the Fund and the Company, and the business, operations and clients of the Adviser and their respective actions, and shall use such information only in connection with the services performed under this Agreement. The Adviser shall treat as confidential all information provided by the Sub-AdviserAdviser that is identified by the Sub-Adviser as confidential. Notwithstanding the foregoing, except that the aforesaid information subject to this Section 10 need not be treated by the receiving party as confidential (i) if (a) the receiving party is required to be disclosed disclose such information under applicable law, (bii) if such information is generally available to the public through means other than by disclosure by the partiesreceiving party, or (ciii) if available from a source other than the Adviser, Sub-Adviser receiving party provided that such source is not known (or should have been known) to the Companyreceiving party to be bound by confidentiality obligations pertaining to such information. The Sub-Adviser acknowledges that the Adviser will have continuous access through the Custodian to the Portfolio’s holdings and any information relating related to Portfolio management that is in the possession of the Fund’s custodianportfolio. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, Notwithstanding anything to the detriment of contrary herein or to any policies and procedures, the Sub- Adviser may not disclose Fund portfolio holdings information, except in accordance with the Fund’s Policies and Procedures on Disclosure of Portfolio Holdings (the “Disclosure Policy”). To the extent that either Party the Sub-Adviser has delegated any duties or services to an affiliate or a third-–party, it the Sub-Adviser shall ensure require that any such affiliate or third-party abides agree in writing to maintain the confidentiality of Fund portfolio holdings information as and to the extent required by the confidentiality provision Disclosure Policy. For purposes of this Section 12. Each Party shall ensure that any such affiliate the Disclosure Policy, information provided to a broker-dealer relating to orders or third-party shall enter into a written confidentiality agreement providing potential orders for the nonpurchase or sale of Fund holdings will not be deemed to be portfolio holdings information, provided that the Sub-Adviser determines that the disclosure of such non-public information. Notice of such agreement shall be provided to does not provide the Companyrecipient with an advantage over Fund shareholders.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund Agreement or the CompanyFund. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-AdviserAdvisor, Adviser, the Advisor or the Fund or its shareholders or the Company (as applicable), their actions with respect to the Fund and the CompanyFund, and the business, operations and clients of the Adviser Advisor and the Sub-AdviserAdvisor, except that the aforesaid information need not be treated as confidential if if: (ai) required to be disclosed under applicable law, ; (bii) generally available to the public through means other than by disclosure by the parties, ; or (ciii) available from a source other than the AdviserAdvisor, Sub-Adviser Advisor or the CompanyFund provided that such source is not and was not bound from disclosing such information by a legal, fiduciary or contractual obligation to the other party. The Sub-Adviser Advisor acknowledges that the Adviser Advisor will have continuous access to the PortfolioFund’s holdings and information relating to Portfolio Fund management that is in the possession of the Fund’s custodianCustodian. Neither the Adviser Advisor nor Sub-Adviser Advisor shall disclose or disseminate non-public information regarding the PortfolioFund, including a list of portfolio securities identified as being held by the PortfolioFund, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio Fund as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate affiliated or third-party abides by the confidentiality provision of this Section 1210. Each Party party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyFund.

Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement, the Fund or the CompanyTrust. Subject to the foregoing, each party shall treat as confidential all information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Company Trust (as applicable), their actions with respect to the Fund and the CompanyTrust, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the CompanyTrust, or (d) the other party gives its written consent to such disclosure; notwithstanding the foregoing, each party to this Agreement may disclose confidential information to its respective attorneys, accountants, directors, officers, advisory personnel, affiliates and members who have a need to know such information and are required to keep it confidential. Sub-Adviser acknowledges that the Adviser will have continuous access to the Portfolio’s holdings and information relating to Portfolio management that is in the possession of the Fund’s custodian. Neither the Adviser nor Sub-Adviser shall disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except as may be permitted by this Section 11 or relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 1211. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing or be subject to written confidentiality provisions that provide for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the CompanyTrust.