Common use of Ownership and Control of Data, Work Product and Books and Records Clause in Contracts

Ownership and Control of Data, Work Product and Books and Records. Sub-Advisor has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and techniques (including, without limitation, function, process, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; websites; data, documentation, and proprietary information and processes (“Sub-Advisor IP”). (i) Except as provided below, upon full and final payment to Sub-Advisor, any reports, information and other deliverables to be provided to Advisor in connection with the Services (“Deliverables”), shall become the property of Advisor. To the extent that any Sub-Advisor IP is contained in any of the Deliverables, Sub-Advisor hereby grants to Advisor a perpetual, worldwide, paid-up, royalty-free, nonexclusive license to use such Sub-Advisor IP in connection with the Deliverables. (ii) To the extent that Sub-Advisor utilizes any of its property, including, without limitation, the Sub-Advisor IP, in connection with the performance of Services, such property shall remain the property of Sub-Advisor and, except for the license expressly granted in the preceding paragraph, Advisor shall acquire no right or interest in such property. (iii) Advisor will honor Sub-Advisor copyrights, patents, and trademarks relating to Services, Deliverables and Sub-Advisor IP, and will not use Sub-Advisor’s name, patents or trademarks without Sub-Advisor’s prior written consent. For the avoidance of doubt, no advertising or marketing materials, including but not limited to the Fund’s prospectus, regulatory filings, and promotional information which contains the name or any reference to Sub-Advisor may be distributed without the prior written consent of Sub-Advisor. (iv) Sub-Advisor acknowledges and agrees that all right, title and interest in and to any programs, systems, data, information and other materials furnished to Sub-Advisor by Advisor hereunder are and shall remain Advisor’s sole and exclusive property. (v) Nothing contained in this Agreement will prohibit Sub-Advisor from using any of its general knowledge or knowledge acquired under this Agreement to perform similar services for others. (vi) All books and records prepared and maintained by the Sub-Advisor specifically for the Advisor and/or the Trust and the Fund under this Agreement shall be the property of the Advisor and/or the Trust and the Fund and, upon request therefor, the Sub-Advisor shall surrender to the appropriate party such of the books and records so requested.

Ownership and Control of Data, Work Product and Books and Records. Sub-Advisor The Investment Consultant has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-know how, and techniques (including, without limitation, function, process, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; websites; data, documentation, due diligence reports, and proprietary information and processes (“Sub-Advisor "Investment Consultant IP”"). (i) Except as provided below, upon full and final payment to Sub-AdvisorInvestment Consultant, any reports, information and other deliverables to be provided to that are specifically customized and exclusively prepared for the Advisor or the Fund in connection with the Services (“"Deliverables”), ") shall become the property of Advisor. To For the extent avoidance of doubt, Investment Consultant IP shall never be deemed to be "specifically customized for and exclusively prepared for" the Advisor or the Fund. With respect to any Investment Consultant IP that any Sub-is delivered to the Advisor IP is contained in any of or the DeliverablesFund, Sub-Advisor Investment Consultant hereby grants to Advisor a perpetual, worldwide, paid-up, royalty-free, nonexclusive non-exclusive, non transferable license to use such Sub-Advisor Investment Consultant IP in connection with this Agreement solely for the Deliverablespurposes contemplated by and subject to the terms of this Agreement. (ii) To the extent that Sub-Advisor Investment Consultant utilizes any of its property, including, without limitation, the Sub-Advisor Investment Consultant IP, in connection with the performance of Services, such property shall remain the sole and exclusive property of Sub-Advisor Investment Consultant and, except for the license expressly granted in the preceding paragraph, Advisor shall acquire no right or interest in such property. (iii) Advisor will honor Sub-Advisor Investment Consultant copyrights, patents, and trademarks relating to Services, Deliverables and Sub-Advisor Investment Consultant IP, and will not use Sub-Advisor’s Investment Consultant's name, patents or trademarks without Sub-Advisor’s Investment Consultant's prior written consent. For the avoidance of doubt, no advertising or marketing materials, including but not limited to the Fund’s prospectus's Registration Statement, regulatory filings, and promotional information which contains the name or any reference to Sub-Advisor Investment Consultant may be distributed without the prior written consent of Sub-AdvisorInvestment Consultant; unless the general form and scope of such use have been previously reviewed and approved by the Investment Consultant. (iv) Sub-Advisor Investment Consultant acknowledges and agrees that all right, title and interest in and to any programs, systems, data, information and other materials furnished to Sub-Advisor Investment Consultant by Advisor hereunder are and shall remain Advisor’s 's sole and exclusive property. (v) Nothing contained in this Agreement will prohibit Sub-Advisor Investment Consultant from using any of its general knowledge or knowledge acquired under this Agreement to perform similar services for others. (vi) All books and records prepared and maintained by the Sub-Advisor Investment Consultant that are specifically customized for and exclusively prepared for the Advisor and/or the Trust and the Fund under this Agreement shall be the property of the Advisor and/or the Trust and the Fund and, upon request therefor, the Sub-Advisor Investment Consultant shall surrender to the appropriate party or destroy, at the Investment Consultant's sole discretion with prior notice to the Advisor, such of the books and records so requested; provided, however, that Investment Consultant shall be permitted to retain (i) performance data related to recommended underlying investments and (ii) copies of other information as necessary to ensure compliance with applicable law, rule or regulation. Furthermore, the Investment Consultant shall not be required to destroy any computer records or files containing such information which have been created pursuant to automatic archiving and back-up procedures that cannot be reasonably deleted.

Ownership and Control of Data, Work Product and Books and Records. Sub-Advisor The Investment Consultant has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-know- how, and techniques (including, without limitation, function, process, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; websites; data, documentation, due diligence reports, and proprietary information and processes (“Sub-Advisor Investment Consultant IP”). (i) Except as provided below, upon full and final payment to Sub-AdvisorInvestment Consultant, any reports, information and other deliverables to be provided to that are specifically customized and exclusively prepared for the Advisor or the Fund in connection with the Services (“Deliverables”), ) shall become the property of Advisor. To For the extent avoidance of doubt, Investment Consultant IP shall never be deemed to be “specifically customized for and exclusively prepared for” the Advisor or the Fund. With respect to any Investment Consultant IP that any Sub-is delivered to the Advisor IP is contained in any of or the DeliverablesFund, Sub-Advisor Investment Consultant hereby grants to Advisor a perpetual, worldwide, paid-up, royalty-free, nonexclusive non-exclusive, non- transferable license to use such Sub-Advisor Investment Consultant IP in connection with this Agreement solely for the Deliverablespurposes contemplated by and subject to the terms of this Agreement. (ii) To the extent that Sub-Advisor Investment Consultant utilizes any of its property, including, without limitation, the Sub-Advisor Investment Consultant IP, in connection with the performance of Services, such property shall remain the sole and exclusive property of Sub-Advisor Investment Consultant and, except for the license expressly granted in the preceding paragraph, Advisor shall acquire no right or interest in such property. (iii) Advisor will honor Sub-Advisor Investment Consultant copyrights, patents, and trademarks relating to Services, Deliverables and Sub-Advisor Investment Consultant IP, and will not use Sub-AdvisorInvestment Consultant’s name, patents or trademarks without Sub-AdvisorInvestment Consultant’s prior written consent. For the avoidance of doubt, no advertising or marketing materials, including but not limited to the Fund’s prospectusRegistration Statement, regulatory filings, and promotional information which contains the name or any reference to Sub-Advisor Investment Consultant may be distributed without the prior written consent of Sub-AdvisorInvestment Consultant; unless the general form and scope of such use have been previously reviewed and approved by the Investment Consultant. (iv) Sub-Advisor Investment Consultant acknowledges and agrees that all right, title and interest in and to any programs, systems, data, information and other materials furnished to Sub-Advisor Investment Consultant by Advisor hereunder are and shall remain Advisor’s sole and exclusive property. (v) Nothing contained in this Agreement will prohibit Sub-Advisor Investment Consultant from using any of its general knowledge or knowledge acquired under this Agreement to perform similar services for others. (vi) All books and records prepared and maintained by the Sub-Advisor Investment Consultant that are specifically customized for and exclusively prepared for the Advisor and/or the Trust and the Fund under this Agreement shall be the property of the Advisor and/or the Trust and the Fund and, upon request therefor, the Sub-Advisor Investment Consultant shall surrender to the appropriate party or destroy, at the Investment Consultant’s sole discretion with prior notice to the Advisor, such of the books and records so requested; provided, however, that Investment Consultant shall be permitted to retain (i) performance data related to recommended underlying investments and (ii) copies of other information as necessary to ensure compliance with applicable law, rule or regulation. Furthermore, the Investment Consultant shall not be required to destroy any computer records or files containing such information which have been created pursuant to automatic archiving and back-up procedures that cannot be reasonably deleted.

Ownership and Control of Data, Work Product and Books and Records. Sub-Advisor The Investment Consultant has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-know- how, and techniques (including, without limitation, function, process, system and data models); templates; software systems, user interfaces and screen designs; general purpose consulting and software tools; websites; data, documentation, due diligence reports, and proprietary information and processes (“Sub-Advisor "Investment Consultant IP”"). (i) Except as provided below, upon full and final payment to Sub-AdvisorInvestment Consultant, any reports, information and other deliverables to be provided to that are specifically customized and exclusively prepared for the Advisor or the Fund in connection with the Services (“"Deliverables”), ") shall become the property of Advisor. To For the extent avoidance of doubt, Investment Consultant IP shall never be deemed to be "specifically customized for and exclusively prepared for" the Advisor or the Fund. With respect to any Investment Consultant IP that any Sub-is delivered to the Advisor IP is contained in any of or the DeliverablesFund, Sub-Advisor Investment Consultant hereby grants to Advisor a perpetual, worldwide, paid-up, royalty-free, nonexclusive non-exclusive, non- transferable license to use such Sub-Advisor Investment Consultant IP in connection with this Agreement solely for the Deliverablespurposes contemplated by and subject to the terms of this Agreement. (ii) To the extent that Sub-Advisor Investment Consultant utilizes any of its property, including, without limitation, the Sub-Advisor Investment Consultant IP, in connection with the performance of Services, such property shall remain the sole and exclusive property of Sub-Advisor Investment Consultant and, except for the license expressly granted in the preceding paragraph, Advisor shall acquire no right or interest in such property. (iii) Advisor will honor Sub-Advisor Investment Consultant copyrights, patents, and trademarks relating to Services, Deliverables and Sub-Advisor Investment Consultant IP, and will not use Sub-Advisor’s Investment Consultant's name, patents or trademarks without Sub-Advisor’s Investment Consultant's prior written consent. For the avoidance of doubt, no advertising or marketing materials, including but not limited to the Fund’s prospectus's Registration Statement, regulatory filings, and promotional information which contains the name or any reference to Sub-Advisor Investment Consultant may be distributed without the prior written consent of Sub-AdvisorInvestment Consultant; unless the general form and scope of such use have been previously reviewed and approved by the Investment Consultant. (iv) Sub-Advisor Investment Consultant acknowledges and agrees that all right, title and interest in and to any programs, systems, data, information and other materials furnished to Sub-Advisor Investment Consultant by Advisor hereunder are and shall remain Advisor’s 's sole and exclusive property. (v) Nothing contained in this Agreement will prohibit Sub-Advisor Investment Consultant from using any of its general knowledge or knowledge acquired under this Agreement to perform similar services for others. (vi) All books and records prepared and maintained by the Sub-Advisor Investment Consultant that are specifically customized for and exclusively prepared for the Advisor and/or the Trust and the Fund under this Agreement shall be the property of the Advisor and/or the Trust and the Fund and, upon request therefor, the Sub-Advisor Investment Consultant shall surrender to the appropriate party or destroy, at the Investment Consultant's sole discretion with prior notice to the Advisor, such of the books and records so requested; provided, however, that Investment Consultant shall be permitted to retain (i) performance data related to recommended underlying investments and (ii) copies of other information as necessary to ensure compliance with applicable law, rule or regulation. Furthermore, the Investment Consultant shall not be required to destroy any computer records or files containing such information which have been created pursuant to automatic archiving and back-up procedures that cannot be reasonably deleted.