Common use of Proprietary and Confidential Information Clause in Contracts

Proprietary and Confidential Information. A. USBFS each agree on behalf of themselves and their directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdiction, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable Law, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBFS will promptly notify the Fund of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, USBFS shall provide the Fund notice prior to such disclosures; or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and agrees without limiting the foregoing, USBFS promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to protect it using be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same efforts, but obligations set forth in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationthis paragraph shall survive termination of this Agreement.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Fund all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionregulatory authorities, provided that to the extent permitted by law, Fund Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund; provided, however, that in the case of (i) and (ii) above, Fund Services shall reasonably cooperate with the Fund in its efforts to maintain the confidentiality of any such information. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its directors, officers, employees, agents or representatives, and information that was already in the possession of USBFS Fund Services on an unrestricted basis prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Fund Services acknowledges that it may come into possession of material nonpublic information with respect to the Fund, its portfolio companies or other privately or publicly held companies and confirms that it has in place effective procedures to prevent the use of such information in violation of applicable xxxxxxx xxxxxxx laws. Further, USBFS Fund Services will adhere to the privacy policies adopted and as may be modified from time to time by Fund Services subject to oversight by the Fund pursuant to Fund’s Chief Compliance Officer, as required by Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “GLB Act”). In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, Fund Services has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) ensure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices prevailing within the registered investment company servicing industry. Fund Services shall promptly notify the Fund in writing of any breach of security, on behalf misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of itself the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). Fund Services shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. Fund Services shall bear the cost of the Security Breach only if Fund Services is determined to be responsible for such Security Breach. In addition to, and agrees without limiting the foregoing, Fund Services will promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if Fund Services is determined to protect it using be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same effortsobligations set forth in this Section 6 shall survive termination of this Agreement. Notwithstanding the foregoing, but in no case less than reasonable efforts, that it uses Fund Services will not share any nonpublic personal information concerning any of the Fund’s shareholders to protect its own proprietary and confidential informationany third party unless specifically directed by the Fund or allowed under one of the exceptions noted under the GLB Act.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundAdministrator or the Trust, all records and other information relating relative to the Fund Administrator or the Trust and prior, present, or potential Fund shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator or the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities provided that Fund Services shall promptly notify the Administrator of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the FundAdministrator or the Trust. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund Administrator, the Trust or its agent, shall not be subject to this paragraph. Further, USBFS Fund Services will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Administrator or the Trust and underlying Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrusts, all records and other information relating relative to the Fund Trusts and prior, present, or potential shareholders of the Fund Trusts (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fundapplicable Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the Fundapplicable Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trusts or its its’ agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trusts pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trusts and its its’ shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundAdministrator. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Administrator or its agentagents or service providers, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBFS will promptly notify the Fund of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTocqueville Funds, all records and other information relating relative to the Fund Tocqueville Funds and prior, present, or potential shareholders of the Fund Tocqueville Funds (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTocqueville Funds, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTocqueville Funds. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Tocqueville Funds or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Tocqueville Funds pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Tocqueville Funds and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Fund all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS shall implement and maintain an effective information security program reasonably designed to protect information relating to shareholders (such information, “Personal Information”), which program of the Fund shall include sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any shareholder (the “Information Security Program”). The Information Security Program shall comply with reasonable information security practices within the transfer agency industry. Upon written request from the Fund, on behalf USBFS shall provide a written description of itself its Information Security Program to the Fund. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the reasonable cost associated with notification of any affected party, will maintain including printing, mailing, service center response and one (1) year of credit monitoring per affected individual, if necessary, to address any Security Breach. USBFS shall bear the confidential and proprietary nature cost of the Data Security Breach only if USBFS is determined to be responsible for such Security Breach or for failure to prevent such Security Breach. In addition to, and agrees without limiting the foregoing, USBFS shall promptly cooperate with the Fund or any of its affiliates’ regulators at USBFS’ expense (only if USBFS is determined to protect it using be responsible for its Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same efforts, but obligations set forth in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationthis paragraph shall survive termination of this Agreement.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundAdviser and the Trust, all records and other information relating relative to the Fund Adviser and the Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundAdviser or the Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Adviser or its the Trust or their agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Adviser and the Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree The Custodian agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundFunds, all records and other information relating relative to the Fund Funds and prior, present, or potential shareholders of the Fund Funds (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundFunds, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundFunds. Records and other information which have become known to the public through no wrongful act of USBFS the Custodian or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Custodian prior to receipt thereof from the Fund Funds or its their agent, shall not be subject to this paragraph. Further, USBFS the Funds will adhere to the privacy policies adopted by the Fund Funds pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS the Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Funds and its their shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundAdviser, all records and other information relating relative to the Fund Adviser and prior, present, or potential shareholders of the Fund Adviser (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdviser, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundAdviser. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Adviser or its agent, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Adviser pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Adviser and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompanies, all records and other information relating relative to the Fund Companies and prior, present, or potential shareholders of the Fund Companies (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompanies, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompanies. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Companies or its agentagent(s), shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Companies pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Companies and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree The Custodian agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS the Custodian or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Custodian prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS the Custodian will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS the Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its current or former shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBGFS will promptly notify the Trust of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Trust or its agentagents or service providers, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundAdviser and the Trust, all records and other information relating relative to the Fund Adviser and the Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundAdviser or the Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Adviser and the Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, USBFS shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. USBFS acknowledges that it may come into possession of material nonpublic information with respect to the Transfer Agent or the Fund and confirms that it has in place effective procedures to prevent the use of such information in violation of applicable xxxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS will maintain promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will provide the Transfer Agent with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Transfer Agent acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationTransfer Agent or allowed under one of the exceptions noted under the Gramm Xxxxx Xxxxxx Act.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the Fund prior notice to such disclosure; or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, USBFS shall provide a written description of its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and collectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. The Trust agrees on behalf of itself and its directorstrustees, officers, and employees to treat confidentially and as proprietary information of USBFS, all non-public information relative to USBFS (including, without limitation, information regarding USBFS’ pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by USBFS, which approval shall not be unreasonably withheld and may not be withheld where the Trust may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the USBFS. Information which has become known to the public through no wrongful act of the Trust or any of its employees, agents or representatives, and information that was already in the possession of the Trust prior to receipt thereof from USBFS, shall not be subject to this paragraph. Notwithstanding anything herein to the contrary, (i) the Trust shall be permitted to disclose the identity of USBFS as a service provider, copies of this Agreement, and such other information as may be required in the Trust’s registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, and (ii) USBFS shall be permitted to include the name of the Trust in lists of representative clients in due diligence questionnaires, RFP responses, presentations, and other marketing and promotional purposes. USBFS will maintain provide the Trust with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Trust acknowledges and agrees that such reports are confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses will not disclose such reports except to protect its own proprietary employees and confidential informationservice providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, Fund Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS Fund Services will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, Fund Services has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Fund Services shall promptly notify the Fund in writing of any breach of security, on behalf misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of itself the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). Fund Services shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. Fund Services shall bear the cost of the Security Breach only if Fund Services is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, Fund Services will maintain promptly cooperate with the Fund or any of their affiliates’ regulators at Fund Services expense (only if Fund Services is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. Fund Services will provide the Transfer Agent with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to Fund Services CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by Fund Services under this Agreement. The Transfer Agent acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, Fund Services will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationTransfer Agent or allowed under one of the exceptions noted under the Gramm Xxxxx Xxxxxx Act.

Proprietary and Confidential Information. A. USBFS each agree The Custodian agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundFunds, all records and other information relating relative to the Fund Funds and prior, present, or potential shareholders of the Fund Funds (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundFunds, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundFunds. Records and other information which have become known to the public through no wrongful act of USBFS the Custodian or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Custodian prior to receipt thereof from the Fund Funds or its their agent, shall not be subject to this paragraph. Further, USBFS the Custodian will adhere to the privacy policies adopted by the Fund Funds pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS the Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Funds and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the each Fund, all records and other information relating relative to the such Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundFund in writing. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund or its agent, agents shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the each Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompany and the Trust, all records and other information relating relative to the Fund Company and the Trust and prior, present, or potential shareholders of the Fund (Company and the Trust(and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany and the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompany and the Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Company and the Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Company and the Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Company and the Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompany or the Trust, all records and other information relating relative to the Fund Company or the Trust and prior, present, or potential Fund shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany or the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities provided that Fund Services shall promptly notify the Company of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the FundCompany or the Trust. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund Company, the Trust or its agent, shall not be subject to this paragraph. Further, USBFS Fund Services will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Company or the Trust and underlying Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, USBFS shall provide the Fund notice prior to such disclosures; or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, USBFS shall provide a written description of its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and collectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. The Trust agrees on behalf of itself and its directorstrustees, officers, and employees to treat confidentially and as proprietary information of USBFS, all non-public information relative to USBFS (including, without limitation, information regarding USBFS’ pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by USBFS, which approval shall not be unreasonably withheld and may not be withheld where the Trust may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by USBFS. Information which has become known to the public through no wrongful act of the Trust or any of its employees, agents or representatives, and information that was already in the possession of the Trust prior to receipt thereof from USBFS, shall not be subject to this paragraph. Notwithstanding anything herein to the contrary, (i) the Trust shall be permitted to disclose the identity of USBFS as a service provider, copies of this Agreement, and such other information as may be required in the Trust’s registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, and (ii) USBFS shall be permitted to include the name of the Trust in lists of representative clients in due diligence questionnaires, RFP responses, presentations, and other marketing and promotional purposes. USBFS will maintain provide the Trust with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Trust acknowledges and agrees that such reports are confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses will not disclose such reports except to protect its own proprietary employees and confidential informationservice providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports.

Proprietary and Confidential Information. A. USBFS each agree The Distributor agrees on behalf of themselves itself and their directors, trusteesits managers, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, present or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities authorities, provided that the Distributor will promptly notify the Fund of competent jurisdiction, such request if permitted by applicable law; or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS the Distributor or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Distributor prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS the Distributor will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable Law, as may be modified from time to timeAct. In this regard, USBFS the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to use its best efforts to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders investors (including owners of variable annuity contracts and variable life insurance policies that have allocated value to a Fund) of the Fund Trust (and clients of said shareholdersinvestors), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBGFS will promptly notify the Trust of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The FundUSBFS hereby acknowledges that in the normal course of its provision of services to the Trust it may come into possession of material nonpublic information concerning the Funds. Such information may include portfolio holdings, on behalf of itself trading strategies and its directors, officers, and employees, will maintain pending transactions not generally known to the confidential and proprietary nature of the Data public. USBFS acknowledges and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses has duties of confidentiality and care with respect to protect its own proprietary such material nonpublic information. USBFS represents that it has implemented effective policies and confidential procedures designed to safeguard such information and to ensure that no employee or other representative trades on such information, communicates it to others or otherwise misuses it.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Trust or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry and applicable law, on behalf rule or regulation. Upon written request from the Trust, USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Trust in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall not bear the cost of the Security Breach if the Trust is determined to be responsible for such Security Breach. In addition to, and agrees without limiting the foregoing, USBFS promptly cooperate with the Trust or any of their affiliates’ regulators at USBFS’s expense to protect it using prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same efforts, but obligations set forth in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationthis paragraph shall survive termination of this Agreement.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompanies, all records and other information relating relative to the Fund Companies and prior, present, or potential shareholders of the Fund Companies (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompanies, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompanies. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Companies or its their agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Companies pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Companies and its their shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to use its best efforts to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders investors (including owners of variable annuity contracts and variable life insurance policies that have allocated value to a Fund) of the Fund Trust (and clients of said shareholdersinvestors), and not to use such records and information for any 8 purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBGFS will promptly notify the Trust of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Trust or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry and applicable law, on behalf rule or regulation. Upon written request from the Trust, USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Trust in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall not bear the cost of the Security Breach if the Trust is determined to be responsible for such Security Breach. In addition to, and agrees without limiting the foregoing, USBFS promptly cooperate with the Trust or any of their affiliates’ regulators at USBFS’s expense to protect it using prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same efforts, but obligations set forth in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationthis paragraph shall survive termination of this Agreement.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholdersshareholders and shall comply with the Xxxxx-Xxxxx-Xxxxxx Act and any state laws concerning privacy. The Fund, Trust agrees on behalf of itself and its directorstrustees, officers, and employees to treat confidentially and as proprietary information of USBFS, all non-public information relative to USBFS (including, without limitation, information regarding USBFS’ pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by USBFS, which approval shall not be unreasonably withheld and may not be withheld where the Trust may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by USBFS. Information which has become known to the public through no wrongful act of the Trust or any of its employees, will maintain agents or representatives, and information that was already in the confidential and proprietary nature possession of the Data Trust prior to receipt thereof from USBFS, shall not be subject to this paragraph. Notwithstanding anything herein to the contrary, (i) the Trust shall be permitted to disclose the identity of USBFS as a service provider, redacted copies of this Agreement, and agrees such other information as may be required in the Trust’s registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, and (ii) USBFS shall be permitted to protect it using include the same effortsname of the Trust in lists of representative clients in due diligence questionnaires, but in no case less than reasonable effortsRFP responses, that it uses to protect its own proprietary presentations, and confidential informationother marketing and promotional purposes.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, officers and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the Trust notice prior to such disclosure, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fundshareholders to the extent required by applicable law, on behalf rule and regulation and shall maintain a program to assess such safeguards and implement appropriate changes in light of itself increasing threats to information and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationcybersecurity.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies with reasonable information security practices within the industry. USBFS shall promptly notify the Fund in writing of any breach of security, on behalf misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of itself the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data and agrees measures (including notification to protect it using any affected parties), if any, to address any Security Breach. USBFS shall bear the same efforts, but in no case less than reasonable efforts, that it uses cost of the Security Breach only if USBFS is determined to protect its own proprietary and confidential informationbe responsible for such Security Breach.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Administrator and the Fund all records and other information relating relative to the Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided to the extent permitted by law, USBFS shall provide the Administrator notice prior to such disclosures, or (iii) when so requested in writing by the FundAdministrator. Records and other USBFS acknowledges that it may come into possession of material nonpublic information which have become known with respect to the public through no wrongful act Adminstrator or Fund and confirms that it has in place effective procedures to prevent the use of USBFS or any such information in violation of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraphapplicable xxxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Administrator, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Administrator in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS shall promptly cooperate with the Administrator, the Fund and any of their affiliates’as well as each of their respective regulators (at USBFS’s expense if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will maintain provide the Administrator with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Administrator acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees advisors, representatives and service providers who have a need to know and subject to a duty of confidentiality. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationAdministrator or allowed under one of the exceptions noted under the Act.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, Fund Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund; provided, however, that in the case of (i) and (ii) above, Fund Services shall reasonably cooperate with the Fund in its efforts to maintain the confidentiality of any such information. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS Fund Services will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, Fund Services has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Fund Services shall promptly notify the Fund in writing of any breach of security, on behalf misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of itself the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). Fund Services shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. Fund Services shall bear the cost of the Security Breach only if Fund Services is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, Fund Services will maintain promptly cooperate with the Fund or any of their affiliates’ regulators at Fund Services expense (only if Fund Services is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph 9 shall survive termination of this Agreement. Fund Services will provide the Fund with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to Fund Services CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by Fund Services under this Agreement. The Transfer Agent acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, Fund Services will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationTransfer Agent or allowed under one of the exceptions noted under the Gramm Xxxxx Xxxxxx Act.

Proprietary and Confidential Information. A. USBFS each agree The Distributor agrees on behalf of themselves itself and their directors, trusteesits managers, officers, and employees to treat confidentially and as proprietary information of the FundFund and the Adviser, all records and other information relating relative to the Fund and the Adviser and prior, present, present or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundFund and the Adviser, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundFund or the Adviser. Records and other information which have become known to the public through no wrongful act of USBFS the Distributor or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Distributor prior to receipt thereof from the Fund Fund, the Adviser or its agenttheir respective agents, shall not be subject to this paragraph. Further, USBFS the Distributor will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree The Distributor agrees on behalf of themselves itself and their directors, trusteesits managers, officers, and employees to treat confidentially and as proprietary information of the FundTrust and the Adviser, all records and other information relating relative to the Fund Trust and Adviser, and prior, present, present or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust or Adviser, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust or the Adviser. Records and other information which have become known to the public through no wrongful act of USBFS the Distributor or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Distributor prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS the Distributor will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. USBFS agrees to protect the confidential and proprietary information of the Fund using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted regulatory authorities of competent jurisdictionprovided that to the extent permitted by law, Fund Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund; provided, however, that in the case of (i) and (ii) above, Fund Services shall reasonably cooperate with the Fund in its efforts to maintain the confidentiality of any such information. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS Fund Services will adhere to the privacy policies adopted and as may be modified from time to time by Fund Services subject to oversight by the Fund pursuant to Fund’s Chief Compliance Officer, as required by Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, Fund Services has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) ensure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices prevailing within the registered investment company servicing industry. Fund Services shall promptly notify the Fund in writing of any breach of security, on behalf misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of itself the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). Fund Services shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. Fund Services shall bear the cost of the Security Breach only if Fund Services is determined to be responsible for such Security Breach. Fund acknowledges that certain information provided by Fund Services, including internal policies and procedures, may be proprietary to Fund Services, and agrees to protect the confidentiality of all such confidential or proprietary materials it using receives from Fund Services to the same efforts, but in no case less than reasonable efforts, extent that it uses to would protect its own such information. Notwithstanding anything to the contrary herein, the Fund may disclose such confidential or proprietary materials (i) after prior notification to and confidential approval in writing by Fund Services, which approval may not be withheld where the Fund may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted regulatory authorities provided that to the extent permitted by law, the Fund shall provide Fund Services notice prior to such disclosures, or (iii) when so requested by Fund Services; provided, however, that in the case of (i) and (ii) above, the Fund shall reasonably cooperate with Fund Services in its efforts to maintain the confidentiality of any such information. Records and other information which have become known to the public through no wrongful act of the Fund or any of its employees, agents or representatives, and information that was already in the possession of the Fund prior to receipt thereof from Fund Services or its agent, shall not be subject to this paragraph. In addition to, and without limiting the foregoing, Fund Services will promptly cooperate with the Fund or any of their affiliates’ regulators at Fund Services’ expense (only if Fund Services is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this Section 9 shall survive termination of this Agreement. Notwithstanding the foregoing, Fund Services will not share any nonpublic personal information concerning any of the Fund’s shareholders to any third party unless specifically directed by the Fund or allowed under one of the exceptions noted under the Gramm Xxxxx Xxxxxx Act.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities provided that USBFS will provide the Trust written notice of competent jurisdictionsuch request to the extent such notice is permitted by applicable law or rule, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Fund all records and other information relating relative to the Fund and prior, present, or potential shareholders Shareholders of the Fund (and clients of said shareholders)Fund, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to the receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the any privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawGramm Lxxxx Bxxxxx Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the each Fund and its shareholdersShareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. The Custodian shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and agrees without limiting the foregoing, USBFS promptly cooperate with the Fund or any of its affiliates' regulators at USBFS’s expense (if USBFS is determined to protect it using be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same efforts, but obligations set forth in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationthis paragraph shall survive termination of this Agreement.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Administrator and the Fund all records and other information relating relative to the Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided to the extent permitted by law, USBFS shall provide the Administrator notice prior to such disclosures, or (iii) when so requested in writing by the FundAdministrator. Records and other USBFS acknowledges that it may come into possession of material nonpublic information which have become known with respect to the public through no wrongful act Adminstrator or Fund and confirms that it has in place effective procedures to prevent the use of USBFS or any such information in violation of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraphapplicable ixxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Administrator, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Administrator in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS shall promptly cooperate with the Administrator, the Fund and any of their affiliates’as well as each of their respective regulators (at USBFS’s expense if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will maintain provide the Administrator with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Administrator acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees advisors, representatives and service providers who have a need to know and subject to a duty of confidentiality. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationAdministrator or allowed under one of the exceptions noted under the Act.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompanies, all records and other information relating relative to the Fund Companies and prior, present, or potential shareholders of the Fund Companies (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompanies, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompanies. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Companies or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Companies pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Companies and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree XXXXX agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundAdviser, Administrator and the Fund all records and other information relating relative to the Adviser, Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdviser and Administrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided to the extent permitted by law, USBFS shall provide the Adviser and Administrator notice prior to such disclosures, or (iii) when so requested in writing by the FundAdministrator. Records and other USBFS acknowledges that it may come into possession of material nonpublic information which have become known with respect to the public through no wrongful act Adviser, Administrator or Fund and confirms that it has in place effective procedures to prevent the use of USBFS or any such information in violation of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraphapplicable xxxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) ensure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Adviser or Administrator, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Adviser or Administrator, as applicable, in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Adviser, Administrator, the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will maintain provide the Adviser and Administrator with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Adviser and Administrator acknowledge and agree that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationAdviser or Administrator or allowed under one of the exceptions noted under the Act.

Proprietary and Confidential Information. A. USBFS each agree X. XXXXXX agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundAdministrator, the Trust and the Funds (together, the “Aristotle Parties”), all records and other information relating relative to the Fund Aristotle Parties and prior, present, or potential shareholders of the Fund Funds (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundAdministrator. USBGFS represents not to use any non-public holdings information of the Funds to make securities trading decisions and has policies and procedures reasonably designed to prevent its directors, officers and employees from doing so. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Administrator or its agent, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or and other Applicable Lawapplicable U.S. privacy laws, rules and regulations, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Administrator and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, USBFS shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. USBFS acknowledges that it may come into possession of material nonpublic information with respect to the Transfer Agent or the Fund and confirms that it has in place effective procedures to prevent the use of such information in violation of applicable xxxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS will maintain promptly cooperate with the Fund, any of its affiliates’, as well as its regulators (at USBFS’s expense if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will provide the Transfer Agent with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Transfer Agent acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationTransfer Agent or allowed under one of the exceptions noted under the Gramm Xxxxx Xxxxxx Act.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBFS shall promptly inform the Fund of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS shall implement and maintain an effective information security program reasonably designed to protect information relating to shareholders (such information, "Personal Information"), which program of the Fund shall include sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any shareholder (the "Information Security Program"). The Information Security Program shall comply with reasonable information security practices within the transfer agency industry. Upon written request from the Fund, on behalf USBFS shall provide a written description of itself its Information Security Program to the Fund. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a "Security Breach"). USBFS shall promptly investigate and remedy, and employeesbear the reasonable cost associated with notification of any affected party, will maintain including printing, mailing, service center response and one (1) year of credit monitoring per affected individual, if necessary, to address any Security Breach. USBFS shall bear the confidential and proprietary nature cost of the Data Security Breach only if USBFS is determined to be responsible for such Security Breach or for failure to prevent such Security Breach. In addition to, and agrees without limiting the foregoing, USBFS shall promptly cooperate with the Fund or any of its affiliates' regulators at USBFS' expense (only if USBFS is determined to protect it using the same effortsbe responsible for its Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but in no case less than reasonable effortsnot limited to investigating, that it uses to protect its own proprietary bringing claims or actions and confidential informationgiving information and testimony.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBFS will promptly notify the Fund of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their directors, its trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBFS shall promptly notify the Trust of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of BIM or the Fund, all records and other information relating relative to BIM or the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundBIM, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundBIM. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund BIM or its agentagents, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund BIM pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time, and Massachusetts 201 CMR 17.00 standards for the protection of personal information. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to BIM or the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fundeach Company, all records and other information relating relative to the Fund Company and prior, present, or potential shareholders of the Fund Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompany. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Company or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Company pursuant to Title V of the XxxxxGramm-XxxxxLeach-Xxxxxx Act or other Applicable LawBliley Act, as may be modified from time to timetimx xx xxxx. In this Xx xxxx regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Company and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrusts, all records and other information relating relative to the Fund Trusts and prior, present, or potential shareholders of the Fund Trusts (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fundapplicable Trust, including any approvals necessary under Regulation S-P from Fund shareholders, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the applicable Trust notice prior to such disclosure, or (iii) when so requested in writing by the Funda Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund a Trust or its agent, shall not be subject to this paragraph. Execution Copy Further, USBFS will adhere to the privacy policies adopted by the Fund Trusts pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trusts and its their shareholders. The FundUSBFS further acknowledges that the records and information related to the Trusts and their shareholders may contain personal data, on behalf the use of itself and its directorswhich data is subject to various Privacy Laws, officersincluding all state, federal, and employeesinternational laws and regulations and state, will maintain federal, and national government agency orders and decrees to which the confidential Trusts may be subject (“Privacy Laws”). USBFS shall in good faith execute any and proprietary nature all agreements that the Trusts are required to have USBFS execute in order that the Trusts may comply with any Privacy Laws. If USBFS’s use (whether directly or indirectly) of the Data data is contrary to any Privacy Law, or contrary to any of the restrictions set forth in this Agreement, the Trusts shall have the right to (i) terminate this Agreement for cause if such breach has not been cured within five (5) days of receipt by USBFS of written notice, and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary (ii) pursue any other legal and confidential informationequitable remedies.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, USBFS shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. USBFS acknowledges that it may come into possession of material nonpublic information with respect to the Transfer Agent or the Fund and confirms that it has in place effective procedures to prevent the use of such information in violation of applicable ixxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawGramm Lxxxx Bxxxxx Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS will maintain promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will provide the Transfer Agent with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Transfer Agent acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationTransfer Agent or allowed under one of the exceptions noted under the Gramm Lxxxx Bxxxxx Act.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the Fund prior notice to such disclosure; or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall FINAL promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will maintain provide the Trust with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Trust acknowledges and agrees that such reports are confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses will not disclose such reports except to protect its own proprietary employees and confidential informationservice providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports.

Proprietary and Confidential Information. A. USBFS each agree The Distributor agrees on behalf of themselves itself and their directors, trusteesits managers, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, present or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities authorities, provided that the Distributor will promptly notify the Fund of competent jurisdiction, such request if permitted by applicable law; or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS the Distributor or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Distributor prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS the Distributor will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable Law, as may be modified from time to timeAct. In this regard, USBFS the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompany, all records and other information relating relative to the Fund Company and prior, present, or potential shareholders of the Fund Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictiongovernment or regulatory authorities, or (iii) when so requested in writing by the FundCompany. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Company or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Company pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable Lawapplicable laws, rules or regulations, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Company and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS and TSC each agree on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS or TSC will be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdiction, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or TSC or any of their employees, agents or representatives, and information that was already in the possession of USBFS and TSC prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS and TSC will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS and TSC shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of any IDC valuations as described in Exhibit B,(collectively, the Data “Data”), provided that the Fund may utilize such data for Fund reporting to its shareholders, Board of Trustees and regulatory agencies and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree X. XXXXXX agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust. USBGFS represents not to use any non-public holdings information of the Funds to make securities trading decisions and has policies and procedures reasonably designed to prevent its directors, officers and employees from doing so. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or and other Applicable Lawapplicable U.S. privacy laws, rules and regulations, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Trust all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The FundIn addition, on behalf of itself USBFS shall implement and its directorsmaintain an effective information security program reasonably designed to protect information relating to shareholders (such information, officers“Personal Information”), and employees, will maintain the confidential and proprietary nature which program of the Data Trust shall include sufficient administrative, technical and agrees physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect it using against any anticipated threats or hazards to the same effortssecurity or integrity of such Personal Information, but including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in no case less than substantial harm or inconvenience to the Trust or any shareholder (the “Information Security Program”). The Information Security Program shall comply with reasonable effortsinformation security practices within the transfer agency industry. Upon written request from the Trust, that it uses USBFS shall provide a written description of its Information Security Program to protect its own proprietary and confidential informationthe Trust.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Administrator and the Fund all records and other information relating relative to the Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the Administrator prior notice to such disclosure or (iii) when so requested in writing by the FundAdministrator. Records and other USBFS acknowledges that it may come into possession of material nonpublic information which have become known with respect to the public through no wrongful act of USBFS Administrator or any of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject and confirms that it has in place effective procedures to this paragraphprevent the use of such information in violation of applicable xxxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Administrator, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Administrator in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Administrator, the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will maintain provide the Administrator with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Administrator acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationAdministrator or allowed under one of the exceptions noted under the Act.

Proprietary and Confidential Information. A. USBFS each agree X. XXXXXX agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust. USBGFS represents not to use any non-public holdings information of the Funds to make securities trading decisions and has policies and procedures reasonably designed to prevent its directors, officers and employees from doing so. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or Act, and other Applicable Lawapplicable U.S. privacy laws, rules and regulations as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Administrator and the Fund all records and other information relating relative to the Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the Administrator prior notice to such disclosure or (iii) when so requested in writing by the FundAdministrator. Records and other USBFS acknowledges that it may come into possession of material nonpublic information which have become known with respect to the public through no wrongful act of USBFS Adminstrator or any of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject and confirms that it has in place effective procedures to this paragraphprevent the use of such information in violation of applicable xxxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Administrator, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Administrator in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS shall promptly cooperate with the Administrator, the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will maintain provide the Administrator with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Administrator acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. USBFS shall be liable for any improper disclosure or use of the Data and agrees third party audit reports by its employees or service providers. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationAdministrator or allowed under one of the exceptions noted under the Act.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, employees and employees other such representatives to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust (including, for the avoidance of doubt, investment strategies) and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of order from a court, regulatory agency or other governmental authority having competent jurisdiction, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. To the extent practicable, USBFS shall give the Trust reasonable advance notice of a disclosure under (ii) above to enable to the Trust to take such actions as it may deem necessary and appropriate to prohibit such disclosure.. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawGramm Lxxxx Bxxxxx Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Trust or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Trust, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Trust in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Information of the Trust (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and agrees without limiting the foregoing, USBFS promptly cooperate with the Trust or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to protect it using be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same efforts, but obligations set forth in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationthis paragraph shall survive termination of this Agreement.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictiongovernment or regulatory authorities, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable Lawapplicable laws, rules or regulations, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree The Co-Distributor agrees on behalf of themselves itself and their directors, trusteesits managers, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, present or potential shareholders of the Fund Trust (and shareholder clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Co-Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS the Co-Distributor or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Co-Distributor prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS the Co-Distributor will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS the Co-Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, USBFS shall provide the Fund notice prior to such disclosures; or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The FundIn addition, on behalf of itself USBFS has implemented and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees an effective information security program reasonably designed to protect it using information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the same effortssecurity and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, but including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in no case less than substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable efforts, that it uses to protect its own proprietary and confidential information.information security practices within the industry. Upon written request from

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities of competent jurisdiction, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, USBFS shall provide a written description of its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and collectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. The Trust agrees on behalf of itself and its directorstrustees, officers, and employees to treat confidentially and as proprietary information of USBFS, all non-public information relative to USBFS (including, without limitation, information regarding USBFS’ pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by USBFS, which approval shall not be unreasonably withheld and may not be withheld where the Trust may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by USBFS. Information which has become known to the public through no wrongful act of the Trust or any of its employees, agents or representatives, and information that was already in the possession of the Trust prior to receipt thereof from USBFS, shall not be subject to this paragraph. Notwithstanding anything herein to the contrary, (i) the Trust shall be permitted to disclose the identity of USBFS as a service provider, copies of this Agreement, and such other information as may be required in the Trust’s registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, and (ii) USBFS shall be permitted to include the name of the Trust in lists of representative clients in due diligence questionnaires, RFP responses, presentations, and other marketing and promotional purposes. USBFS will maintain provide the Trust with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Trust acknowledges and agrees that such reports are confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses will not disclose such reports except to protect its own proprietary employees and confidential informationservice providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports.

Proprietary and Confidential Information. A. USBFS and CFS each agree on behalf of themselves and their members, directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS or CFS will be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdiction, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or CFS or any of their employees, agents or representatives, and information that was already in the possession of USBFS and CFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS and CFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS and CFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that Fund Services shall promptly notify the Trust of competent jurisdictionsuch request if permitted by applicable law,, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS Fund Services will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime and all applicable privacy laws, rules and regulations. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree The Distributor agrees on behalf of themselves itself and their directors, trusteesits managers, officers, and employees to treat confidentially and as proprietary information of the FundFunds, all records and other information relating relative to the each Fund and prior, present, present or potential shareholders of the Fund Funds (and clients of said shareholdersunitholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities provided that the Distributor will promptly inform the Fund of competent jurisdictionsuch request if permitted by law to do so, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS the Distributor or any of their its employees, agents or representatives, and information that was already in the possession of USBFS the Distributor prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS the Distributor will adhere to the privacy policies adopted by the Fund Funds pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the each Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders) (“Confidential Information”), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionand authorized by the Trust, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. USBFS agrees to notify the Trust promptly regarding any unauthorized disclosure of Confidential Information as set forth herein. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In addition, USBFS will comply with any other limitations or restrictions on disclosure of portfolio holdings or other information of the Funds, set forth in the Funds’ prospectuses and statement of additional information. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and USBFS agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses implement and maintain appropriate security measures to protect its own proprietary “personal information,” as that term is defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Resident Of The Commonwealth (“Massachusetts Privacy Regulation”), consistent with the Massachusetts Privacy Regulation and confidential informationany applicable federal regulations.

Proprietary and Confidential Information. A. USBFS and TSC each agree on behalf of themselves and their members, directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS or TSC will be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdiction, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or TSC or any of their employees, agents or representatives, and information that was already in the possession of USBFS and TSC prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS and TSC will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS and TSC shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and its affiliates and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBGFS will promptly notify the Fund of competent jurisdiction, such request if permitted by applicable law or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund or its agentagents or service providers, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and/or its shareholders. USBGFS will at all times comply with applicable privacy and data security laws when processing information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders) (“Confidential Information”), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionand authorized by the Trust, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. USBFS agrees to notify the Trust promptly regarding any unauthorized disclosure of Confidential Information as set forth herein. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In addition, USBFS will comply with any other limitations or restrictions on disclosure of portfolio holdings or other information of the Funds, set forth in the Funds’ prospectuses and statement of additional information. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and USBFS agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses implement and maintain appropriate security measures to protect its own proprietary “personal information,” as that term is defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Residents Of The Commonwealth (“Massachusetts Privacy Regulation”), consistent with the Massachusetts Privacy Regulation and confidential informationany applicable federal regulations.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompany, all records and other information relating relative to the Fund Company and prior, present, or potential shareholders of the Fund Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompany. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Company or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Company pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Company and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Company or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Company, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Company in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Company (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and agrees without limiting the foregoing, USBFS promptly cooperate with the Company or any of their affiliates' regulators at USBFS’ expense (only if USBFS is determined to protect it using be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same efforts, but obligations set forth in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationthis paragraph shall survive termination of this Agreement.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, Fund Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund. Records and other information which that have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS Fund Services will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Gramm Xxxxx Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, Fund Services has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Fund Services shall promptly notify the Fund in writing of any breach of security, on behalf misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of itself the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). Fund Services shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. Fund Services shall bear the cost of the Security Breach only if Fund Services is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, Fund Services will maintain promptly cooperate with the Fund or any of their affiliates’ regulators at Fund Services expense (only if Fund Services is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. Fund Services will provide the Transfer Agent with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to Fund Services CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by Fund Services under this Agreement. The Transfer Agent acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, Fund Services will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationTransfer Agent or allowed under one of the exceptions noted under the Gramm Xxxxx Xxxxxx Act.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompany, all records and other information relating relative to the Fund Company and prior, present, or potential shareholders of the Fund Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionafter prior notice is first given to the Company (other than in response to routine examinations by regulatory authorities), or (iii) when so requested in writing by the FundCompany. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Company or its agentagents or service providers, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Company pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Company and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities with appropriate jurisdiction after prior notification to and approval of competent jurisdictionthe Trust, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBFS will promptly notify the Fund of competent jurisdictionsuch request if permitted by applicable law, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree Txxxx agrees on behalf of themselves itself and their its directors, trustees, officers, officers and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, present or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance or delegation of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Txxxx may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that Tidal shall promptly notify the Trust of competent jurisdiction, such request if permitted by applicable law or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS Tidal or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Tidal prior to receipt thereof from the Fund Trust, or its agent, shall not be subject to this paragraph. Further, USBFS Tidal will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Txxxx shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself Tidal shall require the Sub-Administrator to be bound by confidentiality provisions that are substantially similar to those set forth in this Section 8 (Proprietary and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationConfidential Information).

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities authorities, provided that USBFS will provide the Trust written notice of competent jurisdictionsuch request to the extent such notice is permitted by applicable law and rule, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the XxxxxGramm-XxxxxLeach-Xxxxxx Act or other Applicable LawBliley Act, as may be modified from time to timetxxx xx xxxx. In this Xx xxis regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Administrator and the Fund all records and other information relating relative to the Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the Administrator prior notice to such disclosure or (iii) when so requested in writing by the FundAdministrator. Records and other USBFS acknowledges that it may come into possession of material nonpublic information which have become known with respect to the public through no wrongful act of USBFS Adminstrator or any of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject and confirms that it has in place effective procedures to this paragraphprevent the use of such information in violation of applicable ixxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Administrator, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Administrator in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS shall promptly cooperate with the Administrator, the Fund and any of their affiliates as well as each of their respective regulators (at USBFS’s expense if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will maintain provide the Administrator with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Administrator acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees advisors, representatives and service providers who have a need to know and subject to a duty of confidentiality. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationAdministrator or allowed under one of the exceptions noted under the Act.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Fund all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted regulatory authorities of competent jurisdictionprovided to the extent permitted by law, Fund Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the FundAdministrator; provided, however, that in the case of (i) and (ii) above, Fund Services shall reasonably cooperate with the Fund in its efforts to maintain the confidentiality of any such information. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its directors, officers, employees, agents or representatives, and information that was already in the possession of USBFS Fund Services on an unrestricted basis prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Fund Services acknowledges that it may come into possession of material nonpublic information with respect to the Fund, its portfolio companies or other privately or publicly held companies and confirms that it has in place effective procedures to prevent the use of such information in violation of applicable xxxxxxx xxxxxxx laws. Further, USBFS Fund Services will adhere to the privacy policies adopted and as may be modified from time to time by UBSFS subject to oversight by the Fund pursuant to Fund’s Chief Compliance Officer, as required by Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “GLB Act”). In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, Fund Services has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) ensure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices prevailing within the registered investment company servicing industry. Upon written request from the Fund, on behalf Fund Services shall provide a written description of itself its Information Security Program. Fund Services shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). Fund Services shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. Fund Services shall bear the cost of the Security Breach only if Fund Services is determined to be responsible for such Security Breach. In addition to, and agrees without limiting the foregoing, Fund Services will promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if Fund Services is determined to protect it using be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same effortsobligations set forth in this Section 10 shall survive termination of this Agreement. Notwithstanding the foregoing, but in no case less than reasonable efforts, that it uses Fund Services will not share any nonpublic personal information concerning any of the Fund’s shareholders to protect its own proprietary and confidential informationany third party unless specifically directed by the Fund or allowed under one of the exceptions noted under the GLB Act.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, Administrator and the Fund all records and other information relating relative to the Administrator and the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdministrator, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the Administrator prior notice to such disclosure or (iii) when so requested in writing by the FundAdministrator. Records and other USBFS acknowledges that it may come into possession of material nonpublic information which have become known with respect to the public through no wrongful act of USBFS Adminstrator or any of their employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject and confirms that it has in place effective procedures to this paragraphprevent the use of such information in violation of applicable ixxxxxx xxxxxxx laws. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to timetime (the “Act”). In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Administrator, on behalf USBFS shall provide a written description of itself its Information Security Program. USBFS shall promptly notify the Administrator in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Administrator, the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBFS will maintain provide the Administrator with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Administrator acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, USBFS will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationAdministrator or allowed under one of the exceptions noted under the Act.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompany or the Trust, all records and other information relating relative to the Fund Company or the Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompany. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Company or its agentagents, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Company pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time, and Massachusetts 201 CMR 17.00 standards for the protection of personal information. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Company or the Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrusts, all records and other information relating relative to the Fund Trusts and prior, present, or potential shareholders of the Fund Trusts (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fundapplicable Trust, including any approvals necessary under Regulation S-P from Fund shareholders, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the applicable Trust notice prior to such disclosure, or (iii) when so requested in writing by the Funda Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund a Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trusts pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trusts and its their shareholders. The FundUSBFS further acknowledges that the records and information related to the Trusts and their shareholders may contain personal data, on behalf the use of itself and its directorswhich data is subject to various Privacy Laws, officersincluding all state, federal, and employeesinternational laws and regulations and state, will maintain federal, and national government agency orders and decrees to which the confidential Trusts may be subject (“Privacy Laws”). USBFS shall in good faith execute any and proprietary nature all agreements that the Trusts are required to have USBFS execute in order that the Trusts may comply with any Privacy Laws. If USBFS’s use (whether directly or indirectly) of the Data data is contrary to any Privacy Law, or contrary to any of the restrictions set forth in this Agreement, the Trusts shall have the right to (i) terminate this Agreement for cause if such breach has not been cured within five (5) days of receipt by USBFS of written notice, and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary (ii) pursue any other legal and confidential informationequitable remedies.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompanies, all records and other information relating relative to the Fund Companies and prior, present, or potential shareholders of the Fund Companies (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompanies, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompanies. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Companies or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Companies pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Companies and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, USBFS shall provide the Fund notice prior to such disclosures; or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, USBFS shall provide a written description of its Information Security Program. USBFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and collectively for purposes of this provision as a “Security Breach”). USBFS shall promptly investigate and remedy, and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBFS shall bear the cost of the Security Breach only if USBFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBFS promptly cooperate with the Fund or any of their affiliates’ regulators at USBFS’s expense (only if USBFS is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. The Fund agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of USBFS, all non-public information relative to USBFS (including, without limitation, information regarding USBFS’ pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by USBFS, which approval shall not be unreasonably withheld and may not be withheld where the Fund may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by USBFS. Information which has become known to the public through no wrongful act of the Fund or any of its employees, agents or representatives, and information that was already in the possession of the Fund prior to receipt thereof from USBFS, shall not be subject to this paragraph. Notwithstanding anything herein to the contrary, (i) the Fund shall be permitted to disclose the identity of USBFS as a service provider, copies of this Agreement, and such other information as may be required in the Fund’s registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, and (ii) USBFS shall be permitted to include the name of the Fund in lists of representative clients in due diligence questionnaires, RFP responses, presentations, and other marketing and promotional purposes. USBFS will maintain provide the Fund with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBFS’s CCO Portal to the extent such reports are available and related to services performed or made available by USBFS under this Agreement. The Fund acknowledges and agrees that such reports are confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses will not disclose such reports except to protect its own proprietary employees and confidential informationservice providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundAdviser and the Trust, all records and other information relating relative to the Fund Adviser and the Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundAdviser or the Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Adviser and the Trust pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompany or the Trust, all records and other information relating relative to the Fund Company or the Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany or the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompany or the Trust. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Company, the Trust or its agenttheir respective agents, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Company or the Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders)) including all shareholder trading information, and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionprovided that to the extent permitted by law, Fund Services shall provide the Fund notice prior to such disclosures, or (iii) when so requested in writing by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph. Further, USBFS Fund Services will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawGramm Lxxxx Bxxxxx Act, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, Fund Services has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry. Fund Services shall promptly notify the Fund in writing of any breach of security, on behalf misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of itself the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). Fund Services shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. Fund Services shall bear the cost of the Security Breach only if Fund Services is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, Fund Services will maintain promptly cooperate with the Fund or any of their affiliates’ regulators at Fund Services expense (only if Fund Services is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. Fund Services will provide the Transfer Agent with certain copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to Fund Services CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by Fund Services under this Agreement. The Transfer Agent acknowledges and agrees that such reports are confidential and proprietary nature that it will not disclose such reports except to its employees and service providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports. Notwithstanding the foregoing, Fund Services will not share any nonpublic personal information concerning any of the Data and agrees Fund’s shareholders to protect it using any third party unless specifically directed by the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationTransfer Agent or allowed under one of the exceptions noted under the Gramm Lxxxx Bxxxxx Act.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of Adviser or the FundTrust, all records and other information relating relative to Adviser or the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundAdviser , which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted government authorities of competent jurisdictionhaving jurisdiction over USBGFS, or (iii) when so requested in writing by the FundAdviser. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund Adviser or its agentagents, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. The Fund, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundCompany, all records and other information relating relative to the Fund Company and prior, present, or potential shareholders of the Fund Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompany. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Company or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Company pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place acknowledges that it has implemented appropriate measures relating to the Company and its shareholders to maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating all confidential information, protect any reasonable foreseeable threats or hazards to the Fund security or integrity of confidential information and its shareholdersto ensure appropriate disposal of confidential information (collectively, the “Information Security Program”). The FundUSBFS shall promptly notify the Company of any unauthorized access to confidential information. USBFS shall respond to the Company’s reasonable requests for information concerning USBFS’ Information Security Program and, on behalf of itself and its directors, officers, and employeesupon request, will maintain provide a summary of its applicable policies and procedures to the confidential and proprietary nature Company. USBFS shall notify the Company of any changes to the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationInformation Security Program.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrusts, all records and other information relating relative to the Fund Trusts and prior, present, or potential shareholders of the Fund Trusts (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fundapplicable Trust, including any approvals necessary under Regulation S-P from Fund shareholders, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, provided that to the extent permitted by law, USBFS shall provide the applicable Trust notice prior to such disclosure, or (iii) when so requested in writing by the Funda Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund a Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Trusts pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trusts and its their shareholders. The FundUSBFS further acknowledges that the records and information related to the Trusts and their shareholders may contain personal data, on behalf the use of itself and its directorswhich data is subject to various Privacy Laws, officersincluding all state, federal, and employeesinternational laws and regulations and state, will maintain federal, and national government agency orders and decrees to which the confidential Trusts may be subject (“Privacy Laws”). USBFS shall in good faith execute any and proprietary nature all agreements that the Trusts are required to have USBFS execute in order that the Trusts may comply with any Privacy Laws. If USBFS’s use (whether directly or indirectly) of the Data data is contrary to any Privacy Law, or contrary to any of the restrictions set forth in this Agreement, the Trusts shall have the right to (i) terminate this Agreement for cause if such breach has not been cured within five (5) days of receipt by USBFS of written notice, and agrees to protect it using (ii) pursue any other legal and equitable remedies. At least once per year, USBFS shall conduct site audits of the same effortsinformation technology and information security controls for all facilities used in complying with its obligations under this agreement, including, but in no case less than reasonable effortsnot limited to, that it uses to protect its own proprietary and confidential informationobtaining a network-level vulnerability assessment performed by a recognized third-party audit firm based on the recognized industry best practices.

Proprietary and Confidential Information. A. USBFS each agree USBGFS agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relating relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS will USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the Fund. USBGFS acknowledges that it may come into possession of material nonpublic information with respect to the Fund and confirms that it has in place effective procedures to prevent the use of such information in violation of applicable xxxxxxx xxxxxxx laws. Records and other information which have become known to the public through no wrongful act of USBFS USBGFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS USBGFS prior to receipt thereof from the Fund or its agentagents or service providers, shall not be subject to this paragraph. Further, USBFS USBGFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders. In addition, USBGFS has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Fund or any Shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, on behalf USBGFS shall provide a written description of itself its Information Security Program. USBGFS shall promptly notify the Fund in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). USBGFS shall promptly investigate and remedy, and employeesbear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. USBGFS shall bear the cost of the Security Breach only if USBGFS is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, USBGFS will maintain promptly cooperate with the Fund’s regulators at USBGFS’ expense (only if USBGFS is determined to be responsible for the Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions, and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement. USBGFS will provide the Fund with copies of third party audit reports (e.g., SSAE 16 or SOC 1) through access to USBGFS’ CCO Portal (limited to two persons) to the extent such reports are available and related to services performed or made available by USBGFS under this Agreement. The Fund acknowledges and agrees that such reports are confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses will not disclose such reports except to protect its own proprietary employees and confidential informationservice providers who have a need to know and have agreed to obligations of confidentiality applicable to such reports.

Proprietary and Confidential Information. A. USBFS each agree agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the Company or the Fund, all records and other information relating relative to the Company or the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundCompany, which approval shall not be unreasonably withheld and may not be withheld where USBFS will may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of competent jurisdictionauthorities, or (iii) when so requested in writing by the FundCompany. Records and other information which have become known to the public through no wrongful act of USBFS or any of their its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund Company or its agentagents, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Fund Company pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time, and Massachusetts 201 CMR 17.00 standards for the protection of personal information. In this regard, USBFS shall have in place and maintain physical, electronic electronic, and procedural safeguards reasonably designed to protect the security, confidentiality confidentiality, and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Company or the Fund and its shareholders. The Fund, Company agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of USBFS, all non-public information relative to USBFS (including, without limitation, information regarding USBFS’ pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by USBFS, which approval shall not be unreasonably withheld and may not be withheld where the Company may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by USBFS. Information which has become known to the public through no wrongful act of the Company or any of its employees, will maintain agents or representatives, and information that was already in the confidential and proprietary nature possession of the Data Company prior to receipt thereof from USBFS, shall not be subject to this paragraph. Notwithstanding anything herein to the contrary, (i) the Company shall be permitted to disclose the identity of USBFS as a service provider, redacted copies of this Agreement, and agrees such other information as may be required in the Company’s registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, and (ii) USBFS shall be permitted to protect it using include the same effortsname of the Company in lists of representative clients in due diligence questionnaires, but in no case less than reasonable effortsRFP responses, that it uses to protect its own proprietary presentations, and confidential informationother marketing and promotional purposes.

Proprietary and Confidential Information. A. USBFS each agree Fund Services agrees on behalf of themselves itself and their its directors, trustees, officers, and employees to treat confidentially and as proprietary information of the FundTrust, all records and other information relating relative to the Fund Trust and prior, present, or potential shareholders of the Fund Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of their its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the FundTrust, which approval shall not be unreasonably withheld and may not be withheld where USBFS will Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities of order from a court, regulatory agency or other governmental authority having competent jurisdiction, or (iii) when so requested in writing by the FundTrust. Records and other information which have become known to the public through no wrongful act of USBFS Fund Services or any of their its employees, agents or representatives, and information that was already in the possession of USBFS Fund Services prior to receipt thereof from the Fund Trust or its agent, shall not be subject to this paragraph. To the extent practicable, Fund Services shall give the Trust reasonable advance notice of a disclosure under (ii) above to enable to the Trust to take such actions as it may deem necessary and appropriate to prohibit such disclosure. Further, USBFS Fund Services will adhere to the privacy policies adopted by the Fund Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act or other Applicable LawAct, as may be modified from time to time. In this regard, USBFS Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund Trust and its shareholders. In addition, Fund Services has implemented and will maintain an effective information security program reasonably designed to protect information relating to Fund shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Trust or any Shareholder (the “Information Security Program”). The FundInformation Security Program complies and shall comply with reasonable information security practices within the industry and applicable law, on behalf rule and regulation. Upon written request from the Trust, Fund Services shall provide a written description of itself its Information Security Program. Fund Services shall promptly notify the Trust in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any Personal Information (any or all of the foregoing referred to individually and its directors, officerscollectively for purposes of this provision as a “Security Breach”). Fund Services shall not bear the cost of the Security Breach if the Trust is determined to be responsible for such Security Breach. Fund Services shall promptly investigate and remedy, and employees, will maintain bear the confidential and proprietary nature cost of the Data measures (including notification to any affected parties), if any, to address any Security Breach. In addition to, and agrees without limiting the foregoing, Fund Services promptly cooperate with the Trust or any of their affiliates’ regulators at Fund Services’ expense to protect it using prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the same efforts, but obligations set forth in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential informationthis paragraph shall survive termination of this Agreement.