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 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 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..