Common use of DISCLOSURE OF INFORMATION AND CONFIDENTIALITY Clause in Contracts

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY. 7.1. The Sub-Adviser, the Company and the Manager, either during or after the termination of this Agreement, are authorized with respect to matters arising out of this Agreement to make any disclosures and/or participate in any conduct required by any applicable law, rule, regulation, self-regulating organization, investment exchange or any other body having regulatory or enforcement responsibility with respect to any investment business conducted by the Sub-Adviser on behalf of the Portfolio. 7.2. Subject to Section 7.1, the Sub-Adviser agrees that all information which has or will come into its possession or knowledge concerning the Portfolio or its investments in connection with this Agreement shall be held by the Sub-Adviser in confidence. The Sub-Adviser shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to the directors, officers or employees of the Sub-Adviser or its affiliated firms or of any third party appointed pursuant to this Agreement requiring such information and shall not disclose such information to any other person without the written consent of the Company; provided, however, that to the extent the investments for the Portfolio are similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments without direct reference to the Portfolio. The Sub-Adviser may also include the name of the Portfolio in a representative client list. 7.3. Subject to Section 7.1, the Company and the Manager agree that all information which has or will come into their possession or knowledge concerning the operations and procedures of the Sub- Adviser shall be held by the Company and the Manager in confidence. The Company and the Manager shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to their directors, officers or employees or those of its affiliated firms and shall not disclose such information to any other person without the written consent of the Sub- Adviser. 7.4. During the term of this Agreement, the Manager and the Company agree to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Company or the public, which refer to the Sub-Adviser in any way, prior to use thereof and not to use material without the Sub-Adviser's prior approval. Similarly, the Sub- Adviser and its affiliates shall not refer to the Manager, the Company, the Portfolio, or any affiliate of the Manager in any advertisement or other document without the Manager's prior consent. However, the parties to this Agreement agree that they may reference one another as necessary in regulatory and other legal filings. Further, the parties agree that they will not unreasonably withhold permission to use their names or otherwise reference them in materials used to describe the Portfolio and/or the Company. 8.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY. 7.1. The Sub-Adviser, the Company and the Manager, either during or after the termination of this Agreement, are authorized with respect to matters arising out of this Agreement to make any disclosures and/or participate in any conduct required by any applicable law, rule, regulation, self-regulating organization, investment exchange or any other body having regulatory or enforcement responsibility with respect to any investment business conducted by the Sub-Adviser on behalf of the Portfolio. 7.2. Subject to Section 7.1the preceding paragraph, the Sub-Adviser agrees that all information which has or will come into its possession or knowledge concerning the Portfolio or its investments in connection with this Agreement shall be held by the Sub-Adviser in confidence. The Sub-Adviser shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to the directors, officers or employees of the Sub-Adviser or its affiliated firms or of any third party appointed pursuant to this Agreement requiring such information and shall not disclose such information to any other person without the written consent of the Company; provided, however, that to the extent the investments for the Portfolio are similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments without direct reference to the Portfolio. The Sub-Adviser may also include the name of the Portfolio in a representative client list. 7.3. Subject to Section 7.1the preceding paragraph, the Company and the Manager agree that all information which has or will come into their possession or knowledge concerning the operations and procedures of the Sub- Sub-Adviser shall be held beheld by the Company and the Manager in confidence. The Company and the Manager shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to their directors, officers or employees or those of its affiliated firms and shall not disclose such information to any other person without the written consent of the Sub- Sub-Adviser. 7.4. During the term of this Agreement, the The Manager and the Company agree not to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Company or the public, which refer to the Sub-Adviser or its affiliates in any way, advertisement or other document without prior to use thereof and not to use material without consent of the Sub-Adviser's prior approval. Similarly, the Sub- Sub-Adviser and its affiliates shall not refer to the Manager, the Company, the Portfolio, or any affiliate of the Manager in any advertisement or other document without the Manager's prior consent. Specifically, the Manager and the Company agree to furnish Sub-Adviser with a copy of any such advertisement or other document at least five (5) days prior to its first use, and the Manager and the Company agree to refrain from such use if Sub-Adviser reasonably objects thereto. However, the parties Parties to this Agreement agree that they may reference one another as necessary in regulatory and other legal filings, subject to the terms of Paragraph 12(a) of this Agreement. Further, the parties agree that they will not unreasonably withhold permission to use their names or otherwise reference them in materials used to describe the Portfolio and/or the Company. 8.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY. 7.1. The Sub-Adviser, the Company and the Manager, either during or after the termination of this Agreement, are authorized with respect to matters arising out of this Agreement to make any disclosures and/or participate in any conduct required by any applicable law, rule, regulation, self-regulating organization, investment exchange or any other body having regulatory or enforcement responsibility with respect to any investment business conducted by the Sub-Adviser on behalf of the Portfolio. 7.2. Subject to Section 7.1the preceding paragraph, the Sub-Adviser agrees that all information which has or will come into its possession or knowledge concerning the Portfolio or its investments in connection with this Agreement shall be held by the Sub-Adviser in confidence. The Sub-Adviser shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to the directors, officers or employees of the Sub-Adviser or its affiliated firms or of any third party appointed pursuant to this Agreement requiring such information and shall not disclose such information to any other person without the written consent of the Company; provided, however, that to the extent the investments for the Portfolio are similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments without direct reference to the Portfolio. The Sub-Adviser may also include the name of the Portfolio in a representative client list. 7.3. Subject to Section 7.1the preceding paragraph, the Company and the Manager agree that all information which has or will come into their possession or knowledge concerning the operations and procedures of the Sub- Sub-Adviser shall be held by the Company and the Manager in confidence. The Company and the Manager shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to their directors, officers or employees or those of its affiliated firms and shall not disclose such information to any other person without the written consent of the Sub- Adviser. 7.4. During the term of this Agreement, the Manager and the Company agree to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Company or the public, which refer to the Sub-Adviser in any way, prior to use thereof and not to use material without the Sub-Adviser's prior approval. Similarly, the Sub- Adviser and its affiliates shall not refer to the Manager, the Company, the Portfolio, or any affiliate of the Manager in any advertisement or other document without the Manager's prior consent. However, the parties to this Agreement agree that they may reference one another as necessary in regulatory and other legal filings. Further, the parties agree that they will not unreasonably withhold permission to use their names or otherwise reference them in materials used to describe the Portfolio and/or the Company. 8.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY. 7.1. The Sub-Adviser, the Company and the Manager, either during or after the termination of this Agreement, are authorized with respect to matters arising out of this Agreement to make any disclosures and/or participate in any conduct required by any applicable law, rule, regulation, self-regulating organization, investment exchange or any other body having regulatory or enforcement responsibility with respect to any investment business conducted by the Sub-Adviser on behalf of the Portfolio. 7.2. Subject to Section 7.1, the Sub-Adviser agrees that all information which has or will come into its possession or knowledge concerning the Portfolio or its investments in connection with this Agreement shall be held by the Sub-Adviser in confidence. The Sub-Sub- Adviser shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to the directors, officers or employees of the Sub-Adviser or its affiliated firms or of any third party appointed pursuant to this Agreement requiring such information and shall not disclose such information to any other person without the written consent of the Company; provided, however, that to the extent the investments for the Portfolio are similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments without direct reference to the Portfolio. The Sub-Adviser may also include the name of the Portfolio in a representative client list. 7.3. Subject to Section 7.1, the Company and the Manager agree that all information which has or will come into their possession or knowledge concerning the operations and procedures of the Sub- Sub-Adviser shall be held by the Company and the Manager in confidence. The Company and the Manager shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to their directors, officers or employees or those of its affiliated firms and shall not disclose such information to any other person without the written consent of the Sub- Sub-Adviser. 7.4. During the term of this Agreement, the Manager and the Company agree to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Company or the public, which refer to the Sub-Sub- Adviser in any way, prior to use thereof and not to use material without the Sub-Adviser's prior approval. Similarly, the Sub- Adviser and its affiliates shall not refer to the Manager, the Company, the Portfolio, or any affiliate of the Manager in any advertisement or other document without the Manager's prior consent. However, the parties to this Agreement agree that they may reference one another as necessary in regulatory and other legal filings. Further, the parties agree that they will not unreasonably withhold permission to use their names or otherwise reference them in materials used to describe the Portfolio and/or the Company. 8.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY. 7.1. The Sub-Adviser, the Company and the Manager, either during or after the termination of this Agreement, are authorized with respect to matters arising out of this Agreement to make any disclosures and/or participate in any conduct required by any applicable law, rule, regulation, self-regulating organization, investment exchange or any other body having regulatory or enforcement responsibility with respect to any investment business conducted by the Sub-Adviser on behalf of the Portfolio. 7.2Portfolios. Subject to Section 7.1the preceding paragraph, the Sub-Adviser agrees that all information which has or will come into its possession or knowledge concerning the Portfolio Portfolios or its their investments in connection with this Agreement shall be held by the Sub-Adviser in confidence. The Sub-Adviser shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to the directors, officers or employees of the Sub-Adviser or its affiliated firms or of any third party appointed pursuant to this Agreement requiring such information and shall not disclose such information to any other person without the written consent of the Company; provided, however, that to the extent the investments for the Portfolio Portfolios are similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments without direct reference to the PortfolioPortfolios. The Sub-Adviser may also include the name names of the Portfolio Portfolios in a representative client list. 7.3list and disclose their performance and the sub-advisory fees paid hereunder. Subject to Section 7.1the preceding paragraph, the Company and the Manager agree that all information which has or will come into their possession or knowledge concerning the operations and procedures of the Sub- Sub-Adviser shall be held by the Company and the Manager in confidence. The Company and the Manager shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to their directors, officers or employees or those of its affiliated firms and shall not disclose such information to any other person without the written consent of the Sub- Sub-Adviser. 7.4. During the term of this Agreement, the The Manager and the Company agree not to furnish refer to any designation comprised in whole or in part of the Sub-Adviser at its principal office all prospectuses, proxy statements, reports names or marks "Massachusetts Financial Services Company," "MFS Investment Management" or "MFS" or any other trademark relating to shareholders, sales literature MFS in any advertisement or other material prepared for distribution to shareholders document without prior consent of the Company or the public, which refer to the Sub-Adviser in any way, prior to use thereof and not to use material without the Sub-Adviser's prior approval. Similarly, the Sub- Sub-Adviser and its affiliates shall not refer to the Manager, the Company, the PortfolioPortfolios, or any affiliate of the Manager in any advertisement or other document without the Manager's prior consent. HoweverUpon termination of this Agreement, the parties to this Agreement agree that they may reference one another each party shall cease all use of any such name or xxxx as necessary in regulatory and other legal filings. Further, the parties agree that they will not unreasonably withhold permission to use their names or otherwise reference them in materials used to describe the Portfolio and/or the Company. 8soon as reasonably practicable.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY. 7.1. The Sub-Adviser, the Company and the Manager, either during or after the termination of this Agreement, are authorized with respect to matters arising out of this Agreement to make any disclosures and/or participate in any conduct required by any applicable law, rule, regulation, self-regulating organization, investment exchange or any other body having regulatory or enforcement responsibility with respect to any investment business conducted by the Sub-Adviser on behalf of the Portfolio. 7.2. Subject to Section 7.1the preceding paragraph, the Sub-Adviser agrees that all information which has or will come into its possession or knowledge concerning the Portfolio or its investments in connection with this Agreement shall be held by the Sub-Adviser in confidence. The Sub-Adviser shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to the directors, officers or employees of the Sub-Adviser or its affiliated firms or of any third party appointed pursuant to this Agreement requiring such information and shall not disclose such information to any other person without the written consent of the Company; provided, however, that to the extent the investments for the Portfolio are similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments without direct reference to the Portfolio. The Sub-Adviser may also include the name of the Portfolio in a representative client list. 7.3. Subject to Section 7.1the preceding paragraph, the Company and the Manager agree that all information which has or will come into their possession or knowledge concerning the operations and procedures of the Sub- Sub-Adviser shall be held by the Company and the Manager in confidence. The Company and the Manager shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to their directors, officers or employees or those of its affiliated firms and shall not disclose such information to any other person without the written consent of the Sub- Sub-Adviser. 7.4. During the term of this Agreement, the The Manager and the Company agree not to furnish the Sub-Adviser at its principal office all prospectusesrefer to Lazard Freres Asset Management, proxy statements, reports to shareholders, sales literature Lazard Freres & Co. or their affiliates in any advertisement or other material prepared for distribution to shareholders document without prior consent of the Company or the public, which refer to the Sub-Adviser in any way, prior to use thereof and not to use material without the Sub-Adviser's prior approval. Similarly, the Sub- Adviser Lazard Freres Asset Management, Lazard Freres & Co. and its their affiliates shall not refer to the Manager, the Company, the Portfolio, or any affiliate of the Manager in any advertisement or other document without the Manager's prior consent. However, the parties Parties to this Agreement agree that they may reference one another as necessary in regulatory and other legal filings. Further, the parties agree that they will not unreasonably withhold permission to use their names or otherwise reference them in materials used to describe the Portfolio and/or the Company. 8.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY. 7.1. The Sub-Adviser, the Company and the Manager, either during during, or after the termination of of, this Agreement, are authorized with respect to matters arising out of this Agreement to make any disclosures and/or participate in any conduct required by any applicable law, rule, regulation, self-regulating organization, investment exchange or any other body having regulatory or enforcement responsibility with respect to any investment business conducted by the Sub-Adviser on behalf of the Portfolio. 7.2. Subject to Section 7.1the preceding paragraph, the Sub-Adviser agrees that all information which has or will come into its possession or knowledge concerning the Portfolio or its investments in connection with this Agreement shall be held by the Sub-Adviser in confidence. The Sub-Adviser shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to the directors, officers or employees of the Sub-Adviser or its affiliated firms or of any third party appointed pursuant to this Agreement requiring such information and shall not disclose such information to any other person without the written consent of the Company; provided, however, that to the extent the investments for the Portfolio are similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments without direct reference to the Portfolio. The Sub-Adviser may also include the name of the Portfolio in a representative client list. 7.3. Subject to Section 7.1the preceding paragraph, the Company and the Manager agree that all information which has or will come into their possession or knowledge concerning the operations and procedures of the Sub- Sub-Adviser shall be held by the Company and the Manager in confidence. The Company and the Manager shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to their directors, officers or employees or those of its affiliated firms requiring such information and shall not disclose such information to any other person without the written consent of the Sub- Sub-Adviser. 7.4. During the term of this Agreement, the The Manager and the Company agree not to furnish the Sub-Adviser at its principal office all prospectusesrefer to Xxxxxx Associates, proxy statementsInc. or Perkins, reports to shareholdersWolf, sales literature XxXxxxxxx & Company or their affiliates in any advertisement or other material prepared for distribution to shareholders document without prior consent of the Company or the public, which refer to the Sub-Adviser in any way, prior to use thereof and not to use material without the Sub-Adviser's prior approval. Similarly, the Sub- Adviser Xxxxxx Associates, Inc. and its Perkins, Wolf, XxXxxxxxx & Company and their affiliates shall not refer to the Manager, the Company, the Portfolio, or any affiliate of the Manager in any advertisement or other document without the Manager's prior consent. However, the parties Parties to this Agreement agree that they may reference one another as necessary in regulatory and other legal filings. Further, the parties agree that they will not unreasonably withhold permission to use their names or otherwise reference them in materials used to describe the Portfolio and/or the Company. 8.

DISCLOSURE OF INFORMATION AND CONFIDENTIALITY. 7.1. The Sub-Adviser, the Company and the Manager, either during or after the termination of this Agreement, are authorized with respect to matters arising out of this Agreement to make any disclosures and/or participate in any conduct required by any applicable law, rule, regulation, self-regulating organization, investment exchange or any other body having regulatory or enforcement responsibility with respect to any investment business conducted by the Sub-Adviser on behalf of the Portfolio. 7.2. Subject to Section 7.1the preceding paragraph, the Sub-Adviser agrees that all information which has or will come into its possession or knowledge concerning the Portfolio or its investments in connection with this Agreement shall be held by the Sub-Adviser in confidence. The Sub-Adviser shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to the directors, officers or employees of the Sub-Adviser or its affiliated firms or of any third party appointed pursuant to this Agreement requiring such information and shall not disclose such information to any other person without the written consent of the Company; provided, however, that to the extent the investments for the Portfolio are similar to investments for other clients of the Sub-Adviser, the Sub-Adviser may disclose such investments without direct reference to the Portfolio. The Sub-Adviser may also include the name of the Portfolio in a representative client list. 7.3. Subject to Section 7.1the preceding paragraph, the Company and the Manager agree that all information which has or will come into their possession or knowledge concerning the operations and procedures of the Sub- Sub-Adviser shall be held by the Company and the Manager in confidence. The Company and the Manager shall make no use of such information other than for the performance of this Agreement, shall disclose such information only to their directors, officers or employees or those of its affiliated firms and shall not disclose such information to any other person without the written consent of the Sub- Sub-Adviser. 7.4. During the term of this Agreement, the The Manager and the Company agree not to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Company or the public, which refer to the Sub-Adviser or its affiliates in any way, advertisement or other document without prior to use thereof and not to use material without consent of the Sub-Adviser's prior approval. Similarly, the Sub- Sub-Adviser and its affiliates shall not refer to the Manager, the Company, the Portfolio, or any affiliate of the Manager in any advertisement or other document without the Manager's prior consent. However, the parties Parties to this Agreement agree that they may reference one another as necessary in regulatory and other legal filings. Further, the parties agree that they will not unreasonably withhold permission to use their names or otherwise reference them in materials used to describe the Portfolio and/or the Company. 8.