Common use of Privacy; Confidentiality Clause in Contracts

Privacy; Confidentiality. Each party to this Agreement agrees that it shall (and, in the case of Adviser, that Adviser shall cause the Board, the Fund and the Trust to) treat as confidential, and not disclose to any third party, any information (including Sub-Adviser’s investment advice) provided to it (the “Receiving Party”) by the other party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Fund (collectively, “Confidential Information”). All Confidential Information that a Disclosing Party provides to the Receiving Party shall not be used by the Receiving Party (and, in cases where Adviser is the Receiving Party, by the Board, the Fund or the Trust) for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, or otherwise to operate the Trust and the Fund, provided, that any disclosure to a third party is made subject to confidentiality obligations substantially similar, in all material respects, to the privacy and confidentiality obligations imposed under this Section 8, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation (including in response to regulatory requests). A copy of the Sub-Adviser’s privacy policy is attached hereto as Exhibit A.

Privacy; Confidentiality. Each party to this Agreement agrees that it shall (and, in keep confidential any nonpublic information concerning the case of Adviser, that Adviser shall cause the Board, the Fund and the Trust to) treat as confidential, and not disclose to any third other party, including any information (including Sub-Adviser’s investment advice) provided to it (the “Receiving Party”) by the other party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, and including the investment activities or holdings of the Fund Fund(s) (collectively, “Confidential Information”). All Confidential Information that a Disclosing Party provides other than as permitted pursuant to the Receiving Party shall Fund’s portfolio holdings disclosure policy) and Sub-Adviser’s investment advice. Each party agrees to not be used by use or disclose such information of the Receiving Party (and, in cases where Adviser is the Receiving Party, by the Board, the Fund or the Trust) other party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention the performance of this Agreement or any confidentiality obligation known to its responsibilities and duties hereunder, unless the Receiving Party, (b) shall not prevent party who provided such information has authorized such disclosure or use of any Confidential Information to the extent necessary to render the services if such disclosure is compelled by subpoena or perform the obligations pursuant to this Agreementis expressly required or permitted by applicable federal or state regulatory law, or otherwise to operate the Trust and the Fund, provided, that any disclosure is made to a third party that is made subject to confidentiality obligations substantially similar, in all material respects, to the privacy and confidentiality obligations imposed under this Section 89. In the event disclosure is required pursuant to applicable law or other compulsory legal process as set forth above, and (c) the disclosing party will, to the extent reasonably practicable to do so under the circumstances then prevailing, provide prior written notice to the other party to allow such party an opportunity to seek an appropriate protective order or other relief, provided that such prior notice shall not prevent disclosures expressly permitted be required when the disclosing party reasonably believes the request for disclosure is pursuant to a routine regulatory examination. Nonpublic information shall not include information a party to this Agreement can clearly establish was (i) known to the party prior to this Agreement; (ii) rightfully acquired by the party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement; (iii) placed in public domain other than in contravention of this Agreement or required under applicable law, rule any confidentiality obligation known to the party; or regulation (including in response to regulatory requests). A copy of iv) independently developed by the Sub-Adviser’s privacy policy is attached hereto as Exhibit A.party without reference or reliance upon the nonpublic information.

Privacy; Confidentiality. Each (a) Notwithstanding any provision herein to the contrary, each party to this Agreement hereto agrees that it shall any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (and“Regulation S-P”), in promulgated under the case of Adviser, that Adviser shall cause the Board, the Fund and the Trust to) treat as confidential, and not disclose to any third party, any information (including SubXxxxx-Adviser’s investment advice) provided to it Xxxxx-Xxxxxx Act (the “Receiving PartyG-L-B Act”), disclosed by a party hereunder is for the specific purpose of permitting the other parties to perform the services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the G-L-B Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement to any other party, except to the extent as necessary to carry out the services set forth in this Agreement. (b) Each party agrees to use commercially reasonable measures to preserve the confidentiality of any and all materials and information furnished by the other party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Fund (collectively, “Confidential Information”). All Confidential Information that a Disclosing Party provides to the Receiving Party shall not be used by the Receiving Party (and, in cases where Adviser is the Receiving Party, by the Board, the Fund or the Trust) for any purpose not permitted under connection with this Agreement. The foregoing (a) parties agree that the provisions of this section shall not be applicable apply to any information that is publicly available when provided is: (i) independently developed by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation receiving party, provided the receiving party can satisfactorily demonstrate such independent development with appropriate documentation; (ii) known to the Receiving Partyreceiving party prior to disclosure by the disclosing party; (iii) lawfully disclosed to the receiving party by a third party not known to be under a separate duty of confidentiality with respect thereto to the disclosing party; (iv) otherwise publicly available through no fault or breach by the receiving party; or (v) is contained in any communication or marketing or disclosure document approved by the disclosing party. Notwithstanding the foregoing, nothing herein shall preclude a receiving party from making any disclosure of confidential information (bi) shall not prevent disclosure as required by order or use demand of a court or other governmental or regulatory body, including in connection with a regulatory exam or inquiry, or as otherwise required by applicable law; (ii) as may be required to be disclosed to a party’s attorneys, accountants, regulatory examiners or insurers as have a need to know the Confidential Information for legitimate business purposes; (iii) in connection with the defense of any Confidential Information claim against the receiving party or such person’s affiliates; or (iv) with the express prior written permission of the other party. In the event that disclosure by a party of the other party’s confidential information is required, the disclosing party will, to the extent necessary to render legally permissible, promptly give the services or perform other party prior written notice of the obligations pursuant to disclosure. This Section 10(b) shall survive for a period of one year following the termination of this Agreement, or otherwise to operate the Trust and the Fund, provided, that any disclosure to a third party is made subject to confidentiality obligations substantially similar, in all material respects, to the privacy and confidentiality obligations imposed under this Section 8, and . (c) shall not prevent disclosures expressly permitted Each party acknowledges that any breach of this Section 10 would result in immediate and irreparable harm for which monetary damages would be inadequate. Accordingly, a party will be entitled to equitable relief to remedy any threatened or required under applicable lawactual breach of this Section 10 by the breaching party or parties, rule or regulation (including in response to regulatory requests). A copy as well as such other relief as any court of the Sub-Adviser’s privacy policy is attached hereto as Exhibit A.competent jurisdiction deems appropriate.

Privacy; Confidentiality. Each party to this Agreement agrees that it shall (and, in keep confidential any nonpublic information concerning the case of Adviser, that Adviser shall cause the Board, the Fund and the Trust to) treat as confidential, and not disclose to any third other party, including any information (including Sub-Adviser’s investment advice) provided to it (the “Receiving Party”) by the other party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, and including the investment activities or holdings of the Fund Fund(s) (collectively, “Confidential Information”). All Confidential Information that a Disclosing Party provides other than as permitted pursuant to the Receiving Party shall Fund’s portfolio holdings disclosure policy) and the Sub-Adviser’s investment advice. Each party agrees to not be used by use or disclose such information of the Receiving Party (and, in cases where Adviser is the Receiving Party, by the Board, the Fund or the Trust) other party for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention the performance of this Agreement or any confidentiality obligation known to its responsibilities and duties hereunder, unless the Receiving Party, (b) shall not prevent party who provided such information has authorized such disclosure or use of any Confidential Information to the extent necessary to render the services if such disclosure is compelled by subpoena or perform the obligations pursuant to this Agreementis expressly required or permitted by applicable federal or state regulatory law, or otherwise to operate the Trust and the Fund, provided, that any disclosure is made to a third party that is made subject to confidentiality obligations substantially similar, in all material respects, to the privacy and confidentiality obligations imposed under this Section 89. In the event disclosure is required pursuant to applicable law or other compulsory legal process as set forth above, and (c) the disclosing party will, to the extent reasonably practicable to do so under the circumstances then prevailing, provide prior written notice to the other party to allow such party an opportunity to seek an appropriate protective order or other relief, provided that such prior notice shall not prevent disclosures expressly permitted be required when the disclosing party reasonably believes the request for disclosure is pursuant to a routine regulatory examination. Nonpublic information shall not include information a party to this Agreement can clearly establish was (i) known to the party prior to this Agreement; (ii) rightfully acquired by the party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement; (iii) placed in public domain other than in contravention of this Agreement or required under applicable law, rule any confidentiality obligation known to the party; or regulation (including in response to regulatory requests). A copy of iv) independently developed by the Sub-Adviser’s privacy policy is attached hereto as Exhibit A.party without reference or reliance upon the nonpublic information.

Privacy; Confidentiality. Each (a) Notwithstanding any provision herein to the contrary, each party to this Agreement hereto agrees that it shall any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (and“Regulation S-P”), in promulgated under the case of Adviser, that Adviser shall cause the Board, the Fund and the Trust to) treat as confidential, and not disclose to any third party, any information (including SubGxxxx-Adviser’s investment advice) provided to it Xxxxx-Xxxxxx Act (the “Receiving PartyG-L-B Act”), disclosed by a party hereunder is for the specific purpose of permitting the other parties to perform the services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the G-L-B Act and that it will not disclose any Nonpublic Personal information received in connection with this Agreement to any other party, except to the extent as necessary to carry out the services set forth in this Agreement. (b) Each party agrees to use commercially reasonable measures to preserve the confidentiality of any and all materials and information furnished by the other party (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Fund (collectively, “Confidential Information”). All Confidential Information that a Disclosing Party provides to the Receiving Party shall not be used by the Receiving Party (and, in cases where Adviser is the Receiving Party, by the Board, the Fund or the Trust) for any purpose not permitted under connection with this Agreement. The foregoing (a) parties agree that the provisions of this section shall not be applicable apply to any information that is publicly available when provided is: (i) independently developed by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation receiving party, provided the receiving party can satisfactorily demonstrate such independent development with appropriate documentation; (ii) known to the Receiving Party, receiving party prior to disclosure by the disclosing party; (biii) shall not prevent disclosure or use of any Confidential Information lawfully disclosed to the extent necessary to render the services or perform the obligations pursuant to this Agreement, or otherwise to operate the Trust and the Fund, provided, that any disclosure to receiving party by a third party is made subject not known to be under a separate duty of confidentiality obligations substantially similar, in all material respects, with respect thereto to the privacy and confidentiality obligations imposed under disclosing party; (iv) otherwise publicly available through no fault or breach by the receiving party; or (v) is contained in any communication or marketing or disclosure document approved by the disclosing party. Notwithstanding the foregoing, nothing herein shall preclude a receiving party from making any disclosure of confidential information (i) as required by order or demand of a court or other governmental or regulatory body, including in connection with a regulatory exam or inquiry, or as otherwise required by applicable law; (ii) as may be required to be disclosed to a party’s attorneys, accountants, regulatory examiners or insurers as have a need to know the Confidential Information for legitimate business purposes; (iii) in connection with the defense of any claim against the receiving party or such person’s affiliates; or (iv) with the express prior written permission of the other party. This Section 10(b) shall survive for a period of one year following the termination of this Section 8, and Agreement. (c) shall not prevent disclosures expressly permitted Each party acknowledges that any breach of this Section 10 would result in immediate and irreparable harm for which monetary damages Would be inadequate. Accordingly, a party Will be entitled to equitable relief to remedy any threatened or required under applicable lawactual breach of this Section 10 by the breaching party or parties, rule or regulation (including in response to regulatory requests). A copy as well as such other relief as any court of the Sub-Adviser’s privacy policy is attached hereto as Exhibit A.competent jurisdiction deems appropriate.

Privacy; Confidentiality. Each The parties will keep confidential any information regarding the Funds, the Plans and Plan Participants received in connection with providing services and meeting their respective obligations hereunder, except: (a) as necessary to provide the Services or otherwise meet their respective obligations under this Agreement; (b) as necessary to comply with applicable law; and (c) information regarding the Funds which is otherwise publicly available. The parties will maintain internal safekeeping procedures to safeguard and protect the confidentiality of the data transmitted to another party or its designees or agents. In accordance with Section 248.11 of Regulation S-P ("Reg S-P"), and any other applicable federal or state privacy laws and regulations, including without limitation, applicable security breach notification, no party will directly, or indirectly through an affiliate, disclose any non-public personal information ("Non-public Personal Information"), as defined in Reg S-P, received from another party to any person that is not an affiliate, designee or agent of the receiving party and provided that any such information disclosed to an affiliate designee or agent will be under the same limitations on non-disclosure and will comply with all legal requirements. The Trust will not use information, including Non-public Personal Information, directly or indirectly provided to them by the Intermediary or its designees or agents pursuant to this Agreement agrees that it shall for the purpose of marketing to the Plans or Plan Participants, or any other similar purpose. Except for confidential information consisting of Non-Public Personal Information, which will be governed in all respects in accordance with the immediately preceding sentence, confidential information does not include information which (and, i) was publicly known or was in the case possession of Adviser, that Adviser shall cause the Board, the Fund and the Trust to) treat as confidential, and not disclose to any third party, any party receiving confidential information (including Sub-Adviser’s investment advicethe "Receiving Party") provided from other sources prior to it the receiving party's receipt the confidential information from the party disclosing confidential information (the “Receiving Party”) by the other party (the “"Disclosing Party”"), or (ii) that is marked “Confidential” or that reasonably should be known to be confidential, including the investment activities or holdings of the Fund (collectively, “Confidential Information”). All Confidential Information that a Disclosing Party provides to the Receiving Party shall not be used by the Receiving Party (and, in cases where Adviser is the Receiving Party, by the Board, the Fund or the Trust) for any purpose not permitted under this Agreement. The foregoing (a) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention as a result of this Agreement a disclosure by the Receiving Party or any confidentiality obligation known its representatives, or (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party, (b) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, or otherwise to operate the Trust and the Fund, provided, that any disclosure to a third party is made subject to confidentiality obligations substantially similar, in all material respectswhich, to the privacy and confidentiality obligations imposed under this Section 8, and (c) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation (including in response to regulatory requests). A copy best of the Sub-Adviser’s privacy policy Receiving Party's knowledge is attached hereto as Exhibit A.not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party.

Privacy; Confidentiality. Each party to this Agreement agrees that it shall (and, in the case of Adviser, that Adviser shall cause the Board, the Fund and the Trust to) treat as confidential, and not disclose to any third party, any information (including including, without limitation, Sub-AdviserAdvisor’s investment advice) provided to it (the “Receiving Party”) by the other party another (the “Disclosing Party”) that is marked “Confidential” or that reasonably should be known to be confidential, including including, without limitation, the investment activities or holdings of the Fund (collectively, “Confidential Information”). All Confidential Information that a Disclosing Party provides to the Receiving Party shall not be used by the Receiving Party (and, in cases where Adviser Advisor or the Trust is the Receiving Party, by the Fund and its Board, the Fund or the Trust) for any purpose not permitted under this Agreement. The foregoing (ai) shall not be applicable to any information that is publicly available when provided by the Disclosing Party or which thereafter becomes publicly available other than in contravention of this Agreement or any confidentiality obligation known to the Receiving Party, (bii) shall not prevent disclosure or use of any Confidential Information to the extent necessary to render the services or perform the obligations pursuant to this Agreement, or otherwise to operate the Trust and the Fund, provided, that any disclosure to a third party is made subject to confidentiality obligations substantially similar, in all material respects, to the privacy and confidentiality obligations imposed under this Section 811, and (ciii) shall not prevent disclosures expressly permitted or required under applicable law, rule or regulation (including including, without limitation, in response to regulatory requests). A copy of the Sub-Adviser’s privacy policy is attached hereto as Exhibit A..