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. 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 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, 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 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 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. 12.

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. 12.

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 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 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.

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.