Common use of Confidentiality; Use of Name Clause in Contracts

Confidentiality; Use of Name. Portfolio Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may have access to certain information that is proprietary to the Trust or to one or more of the Trust's agents or service providers. Portfolio Manager agrees that Portfolio Manager, its officers and its employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of Portfolio Manager's responsibilities hereunder. In addition, Portfolio Manager shall use its best efforts to ensure that any agent or affiliate of Portfolio Manager who may gain access to such proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise treat such materials as confidential. It is acknowledged and agreed that the names "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇," "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Investment Officers" (which is a registered trademark of ▇▇▇▇▇▇, Callagha & Co., Inc. ("HCCI")) and derivatives of either, as well as any logo that is now or shall later become associated with either name ("Marks") are valuable property of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Co. Inc. ("HCCI") and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any ▇▇▇▇ without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The provisions of this Section 8 shall survive termination of this Agreement.

Confidentiality; Use of Name. Portfolio Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may have access to certain information that is proprietary to the Trust or to one or more of the Trust's agents or service providers. Portfolio Manager agrees that Portfolio Manager, its officers and its employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of Portfolio Manager's responsibilities hereunder. In addition, Portfolio Manager shall use its best efforts to ensure that any agent or affiliate of Portfolio Manager who may gain access to such proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise treat such materials as confidential. It is acknowledged and agreed that the names "Hirtle Callaghan," "Hirtle Callaghan Chief Investment Officers" (whi▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇," "d tra▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Investment Officers" (which is a registered trademark of ▇▇▇▇▇▇, Callagha & Co., Inc. ("HCCI")) and derivatives of either, as well as any logo that is now or shall later become associated with either name ("Marks") are valuable property of ▇▇▇▇▇▇Hirtle, ▇▇▇▇▇▇▇▇▇ Callaghan and Co. Inc. ("HCCI") and that the use of the Marks, or any one of ▇▇ ▇▇y ▇▇▇ ▇▇ them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any ▇▇▇▇ Mark without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The provisions of this Section 8 shall survive termination of this Agreement.

Confidentiality; Use of Name. Portfolio Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may have access to certain information that is proprietary to the Trust or to one or more of the Trust's agents or service providers. Portfolio Manager agrees that Portfolio Manager, its officers and its employees shall treat all such proprietary information as confidential and will not not, without the express written permission of the Trust, use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of Portfolio Manager's responsibilities hereunder. In addition, Portfolio Manager shall use its best efforts to ensure that any agent or affiliate of Portfolio Manager who may gain access to such proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise treat such materials as confidential. This provision shall not apply, however, to information that is publicly available. It is acknowledged and agreed that the names "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇," "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Investment Officers" (which is a registered trademark of ▇▇▇▇▇▇ ▇, Callagha ▇▇▇▇▇▇▇▇ & Co., Inc. ("HCCI")) , and derivatives derivative of either, as well as any logo that is now or shall later become associated with either name ("Marks") are valuable property of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Co. Inc. ("HCCI") HCCI and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any ▇▇▇▇ without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The provisions of this Section 8 shall survive termination of this Agreement.

Confidentiality; Use of Name. Portfolio Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may itmay have access to certain information that is proprietary to the Trust or to one or more of the Trust's agents Trust'sagents or service providers. Portfolio Manager agrees that Portfolio Manager, its officers and its employees itsemployees shall treat all such proprietary information as confidential and will not use or disclose information discloseinformation contained in, or derived from such material for any purpose other than in connection with the withthe carrying out of Portfolio Manager's responsibilities hereunder. In addition, Portfolio Manager shall use shalluse its best efforts to ensure that any agent or affiliate of Portfolio Manager who may gain access to such tosuch proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise shalllikewise treat such materials as confidential. It is acknowledged and agreed that the names "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇," "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Investment OfficersInvestmentOfficers" (which is a registered trademark of ▇▇▇▇▇▇, Callagha ▇▇▇▇▇▇▇▇▇ & Co., Inc. ("HCCI")) ), and derivatives of derivativeof either, as well as any logo that is now or shall later become associated with either name ("Marks") are Marks")are valuable property of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Co. Inc. ("HCCI") HCCI and that the use of the Marks, or any one of them, by the Trust or its agents itsagents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use notuse any ▇▇▇▇ without the prior written consent of the Trust. Portfolio Manager consents to use of its nameitsname, performance data, biographical data and other pertinent data by the Trust for use in marketing and marketingand sales literature, provided that any such marketing and sales literature shall not be used by the Trust without Trustwithout the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheldunreasonablywithheld. The provisions of this Section 8 shall survive termination of this Agreement.

Confidentiality; Use of Name. Portfolio Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may have access to certain information that is proprietary to the Trust or to one or more of the Trust's agents or service providers. Portfolio Manager agrees that Portfolio Manager, its officers and its employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of Portfolio Manager's responsibilities hereunder. In addition, Portfolio Manager shall use its best efforts to ensure that any agent or affiliate of Portfolio Manager who may gain access to such proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise treat such materials as confidential. It ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ is acknowledged and agreed that the names "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇," "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Investment Officers" (which is a registered trademark of ▇▇▇▇▇▇, Callagha & Co., Inc. ("HCCI")) and derivatives of either, as well as any logo that is now or shall later become associated with either name ("Marks") are valuable property of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and Co. Inc. ("HCCI") and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any ▇▇▇▇ without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The provisions of this Section 8 shall survive termination of this Agreement.

Confidentiality; Use of Name. Portfolio Manager acknowledges and agrees that during the course of its responsibilities hereunder, it may have access to certain information that is proprietary to the Trust or to one or more of the Trust's agents or service providers. Portfolio Manager agrees that Portfolio Manager, its officers and its employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of Portfolio Manager's responsibilities hereunder. In addition, Portfolio Manager shall use its best efforts to ensure that any agent or affiliate of Portfolio Manager who may gain access to such proprietary materials shall be made aware of the proprietary nature of such materials and shall likewise treat such materials as confidential. It is acknowledged and agreed that the names "Hirtle Callaghan," "Hirtle Callaghan Chief Investment Officers" (w▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇," "▇▇▇▇▇▇ ered ▇▇▇▇▇▇▇▇▇ Chief Investment Officers" (which is a registered trademark of ▇▇▇▇▇▇) HCCI, Callagha & Co., Inc. ("HCCI")) and derivatives of either, as well as any logo that is now or shall later become associated with either name ("Marks") are valuable property of ▇▇▇▇▇▇Hirtle, ▇▇▇▇▇▇▇▇▇ Callaghan and Co. Inc. ("HCCI") and that the use of the Marks, or any one of ▇▇ ▇ny ▇▇▇ ▇▇ them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any ▇▇▇▇ Mark without the prior written consent of the Trust. Portfolio Manager consents Manage▇ ▇▇nsents to use of its name, performance data, biographical data and other pertinent data by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The provisions of this Section 8 shall survive termination of this Agreement. 9. REPRESENTATION, WARRANTIES AND AGREEMENTS OF PORTFOLIO MANAGER. Portfolio Manager represents and warrants that: (a) It is registered as an investment adviser under the Investment Advisers Act of 1940 ("Investment Advisers Act"), it will maintain such registration in full force and effect and will promptly report to the Trust the commencement of any formal proceeding that could render the Portfolio Manager ineligible to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act. (b) It understands that, as a result of its services hereunder, certain of its employees and officers may be deemed "access persons" of the Trust within the meaning of Rule 17j-1 under the Investment Company Act and that each such access person is subject to the provisions of the code of ethics ("Trust's Code") adopted by the Trust in compliance with such rule. Portfolio Manager further represents that it is subject to a written code of ethics ("Portfolio Manager's Code") complying with the requirements of Rule 204-2(a)(12) under the Investment Advisers Act and will provide the Trust with a copy of such code of ethics. During the period that this Agreement is in effect, an officer or director of Portfolio Manager shall certify to the Trust, on a quarterly basis, that Portfolio Manager has complied with the requirements of the Portfolio Manager's Code during the prior year; and that either (i) that no violation of such code occurred or (ii) if such a violation occurred, that appropriate action was taken in response to such violation. In addition, Portfolio Manager acknowledges that the Trust may, in response to regulations or recommendations issued by the SEC or other regulatory agencies, from time to time, request additional information regarding the personal securities trading of its directors, partners, officers and employees and the policies of Portfolio Manager with regard to such trading. Portfolio Manager agrees that it make every effort to respond to the Trust's reasonable requests in this area. (c) Upon request of the Trust, Portfolio Manager shall promptly supply the Trust with any information concerning Portfolio Manager and its stockholders, employees and affiliates that the Trust may reasonably require in connection with the preparation of its registration statements, proxy materials, reports and other documents required, under applicable state or Federal laws, to be filed with state or Federal agencies or to be provided to shareholders of the Trust.