Common use of Confidentiality Clause in Contracts

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 163 contracts

Samples: Sub Advisory Agreement (Fidelity Concord Street Trust), Sub Advisory Agreement (Fidelity Salem Street Trust), Sub Advisory Agreement (Fidelity Salem Street Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 161 contracts

Samples: Country Subcustodian Depositories (Vanguard Whitehall Funds), Country Subcustodian Depositories (Vanguard Trustees' Equity Fund), Custodian Agreement (DWS Investors Funds, Inc.)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 110 contracts

Samples: Sub Advisory Agreement (Fidelity Concord Street Trust), Sub Advisory Agreement (Fidelity Salem Street Trust), Sub Advisory Agreement (Fidelity Commonwealth Trust II)

Confidentiality. The parties to this Agreement agree that all Information, books and records provided by the Custodian or the Funds to each shall treat as confidential other in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund. is “Confidential Information.” All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 85 contracts

Samples: Custody Agreement (Investment Managers Series Trust), Custody Agreement (Ramius IDF Master Fund LLC), Custody Agreement (Starboard Investment Trust)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 81 contracts

Samples: Sub Advisory Agreement (Fidelity Commonwealth Trust), Sub Advisory Agreement (Fidelity Fixed Income Trust), Subadvisory Agreement (Fidelity Concord Street Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any bank examiner of the Custodian or any Sub-custodian, any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 74 contracts

Samples: Custody Agreement (American Pension Investors Trust), Custody Agreement (Capitol Series Trust), Custody Agreement (TCG Financial Series Trust VII)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party. Neither party without will use or disclose confidential information for purposes other than the prior activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of such providing the other party . Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 or which Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.

Appears in 49 contracts

Samples: Master Administration Agreement (Highland Global Allocation Fund Ii), Administration Agreement (Morgan Creek Series Trust), Administration Agreement (SSgA Active ETF Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties hereto party solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and Agreement, and except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 provision, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any external or internal accountant, auditor or counsels of the parties hereto parties, by judicial or administrative process or otherwise by applicable law, or to any disclosure made by a party if such party's counsel has advised that such party could be liable under any applicable law or regulation any judicial or administrative order or process for failure to make such disclosure.

Appears in 47 contracts

Samples: Country Sub (Vanguard Whitehall Funds), Country Sub (Vanguard Scottsdale Funds), Country Sub (Vanguard CMT Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties hereto party solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and Agreement, and except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 provision, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any external or internal accountant, auditor or counsels of the parties hereto parties, by judicial or administrative process or otherwise by applicable law Applicable Law, or regulation to any disclosure made by a party if such party’s counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.

Appears in 42 contracts

Samples: Global Custody Agreement (Vanguard Tax-Managed Funds), Global Custody Agreement (Vanguard World Fund), Global Custody Agreement (Vanguard Variable Insurance Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 41 contracts

Samples: Administration Agreement (Golub Capital Investment Corp), Amended and Restated Administration Agreement (PennantPark Floating Rate Capital Ltd.), Investor Services Agreement (Pathway Energy Infrastructure Fund, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required or requested to be disclosed by any bank or other regulatory authority in examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian, Customer, or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 37 contracts

Samples: Form of Custodian Agreement (Usaa Mutual Fund Inc), Form of Custodian Agreement (Usaa Mutual Fund Inc), Custodian Agreement (Bt Alex Brown Cash Reserve Fund Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required or requested to be disclosed by any bank or other regulatory authority in examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian, Customer, or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation . The provisions of this Section shall survive the termination of this Agreement.

Appears in 33 contracts

Samples: Custodian Agreement (Total Return U S Treasury Fund Inc), Custodian Agreement (Scudder Rreef Securities Trust), Custodian Agreement (Scudder Rreef Real Estate Fund Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund or Portfolio, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund or Portfolio.

Appears in 32 contracts

Samples: Master Custodian Agreement (Morgan Creek Global Equity Long/Short Fund), Master Custodian Agreement (Artio Global Equity Fund Inc), Master Custodian Agreement (Artio Global Investment Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent of such the party providing party the information. In addition, during the term of this Agreement, the Custodian will maintain policies reasonably designed to prohibit the Custodian and its employees from engaging in securities transactions based on knowledge of the Fund’s portfolio holdings The foregoing shall not be applicable to any information that is (i) publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) aggregated, without reference to such Fund, in whole or in part, with other client information for the Custodian’s own marketing, reporting or other purposes, or (iii) required in any legal or regulatory authority in the lawful and appropriate exercise proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 32 contracts

Samples: Master Custodian Agreement (DWS Investment Trust), Master Custodian Agreement (DWS Value Series, Inc), Master Custodian Agreement (DWS Balanced Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in regulator of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 31 contracts

Samples: Custodian and Transfer Agent Agreement (Two Roads Shared Trust), Custodian and Transfer Agent Agreement (Metaurus Equity Component Trust), Custodian Agreement (Source ETF Trust)

Confidentiality. (a) The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 30 contracts

Samples: Sub Advisory Agreement (Fidelity Covington Trust), Sub Advisory Agreement (Fidelity Covington Trust), Sub Advisory Agreement (Fidelity Covington Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section to the contrary, the Custodian may aggregate Fund or Portfolio data with similar data of other customers of the Custodian (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Fund or Portfolio data can be identified either directly or by inference or implication. The undertakings and obligations contained in this Section 21.1 shall survive the termination or expiration of this Agreement for a period of three (3) years.

Appears in 30 contracts

Samples: Class Action Services Agreement (Jackson Variable Series Trust), Master Custodian Agreement (John Hancock Collateral Investment Trust), Master Custodian Agreement (JNL Series Trust)

Confidentiality. The (a) Subject to Section 3.2(b), the parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any law or regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor auditor, accountant or lawyer of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 29 contracts

Samples: Subadvisory Agreement (Federated Core Trust III), Subadvisory Agreement (Federated Adviser Series), Subadvisory Agreement (Federated Adviser Series)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 26 contracts

Samples: Sub Advisory Agreement (Fidelity Salem Street Trust), Sub Advisory Agreement (Fidelity Salem Street Trust), Sub Advisory Agreement (Fidelity Salem Street Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 24 contracts

Samples: Administration Agreement (Owl Rock Capital Corp), Administration Agreement (Nuveen Churchill BDC INC.), Administration Agreement (Flat Rock Capital Corp.)

Confidentiality. The parties to this Agreement agree that all Information, books and records provided by the Custodian or the Fund to each shall treat as confidential other in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund. is “Confidential Information.” All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 24 contracts

Samples: Custody Agreement (Primark Private Equity Fund), Custody Agreement (Hamilton Lane Private Assets Fund), Custody Agreement (AFA Multi-Manager Credit Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any bank examiner of the Custodian or any Subcustodian, any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 23 contracts

Samples: Custodian Agreement (World Funds Trust), Custodian Agreement (Ing Variable Insurance Trust), Custodian Agreement (Pilgrim Variable Products Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 or which Agreement, (ii) that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund or Portfolio, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund or Portfolio.

Appears in 21 contracts

Samples: Master Custodian Agreement (BMO LGM Frontier Markets Equity Fund), Master Custodian Agreement (RiverNorth Opportunistic Municipal Income Fund, Inc.), Master Custodian Agreement (Madison Covered Call & Equity Strategy Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the Securities and Exchange Commission, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing provident party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 21 contracts

Samples: Administrative Services Agreement (Blackrock California Municipal Income Trust), Administrative Services Agreement (Blackrock Corporate High Yield Fund Vi, Inc.), Administrative Services Agreement (BlackRock Multi-Sector Income Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent of such the party providing party the information. In addition, during the term of this Agreement, the Custodian will maintain policies reasonably designed to prohibit the Custodian and its employees from engaging in securities transactions based on knowledge of the Fund's portfolio holdings. The foregoing shall not be applicable to any information that is (i) publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) aggregated, without reference to such Fund, in whole or in part, with other client information for the Custodian's own marketing, reporting or other purposes, or (iii) required in any legal or regulatory authority in the lawful and appropriate exercise proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 20 contracts

Samples: Master Custodian Agreement (Columbia Funds Master Investment Trust), Master Custodian Agreement (Banc of America Funds Trust), Master Custodian Agreement (Columbia Acorn Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party , except that such confidential information may be disclosed to an affiliate or agent of the disclosing party to be used for the sole purpose of providing the services set forth herein. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 20 contracts

Samples: Administrative Services Agreement (CNL Strategic Capital, LLC), Administrative Services Agreement (Corporate Capital Trust, Inc.), Administration Agreement (VII Peaks Co-Optivist Income BDC II, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 19 contracts

Samples: Administrative Agency Agreement (ProShares Trust II), Administration and Transfer Agency Services Agreement (ProShares Trust II), Administrative Agency Agreement (Nicholas Applegate Global Equity & Convertible Income Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 18 contracts

Samples: Custodian Agreement (SEI Structured Credit Fund, LP), Custodian Agreement (Alger Institutional Funds), Custodian Agreement (New Covenant Funds)

Confidentiality. The parties to this Agreement agree that all information, books and records provided by the Custodian or the Funds to each shall treat as confidential other in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund. is “Confidential Information.” All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 18 contracts

Samples: Custody Agreement (NB Crossroads Private Markets Fund IV (TI) - Client LLC), Custody Agreement (Broadstone Real Estate Access Fund), Custody Agreement (Excelsior Private Markets Fund II (TE), LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information of natural persons pursuant to Regulation S-P of the SEC, shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 18 contracts

Samples: Administration Agreement (Harvest Capital Credit Corp), Form Of (Special Value Continuation Fund, LLC), Administration Agreement (THL Credit, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 18 contracts

Samples: Administration Agreement (NexPoint Capital, Inc.), Administration Agreement (National Renewable Energy Investment Fund, Inc.), Administration Agreement (AGTB Private BDC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties hereto party solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and Agreement, and except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 provision, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any external or internal accountant, auditor or counsels of the parties hereto parties, by judicial or administrative process or otherwise by applicable law Applicable Law, or regulation to any disclosure made by a party if such party's counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.

Appears in 17 contracts

Samples: Global Custody Agreement (Vanguard Malvern Funds), Global Custody Agreement (Vanguard Wellesley Income Fund), Global Custody Agreement (Vanguard Malvern Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 15 contracts

Samples: Custodian Agreement (United States Gasoline Fund, LP), Custodian Agreement (United States Oil Fund, LP), Custodian Agreement (United States 12 Month Oil Fund, LP)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 15 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-Adv), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-C), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-C)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any investment sub-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment sub-adviser, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 14 contracts

Samples: Investment Advisory Agreement (NorthStar Corporate Income Fund), Investment Advisory Agreement (NorthStar Corporate Income Fund-T), Investment Advisory Agreement (NorthStar Corporate Income Fund-T)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party. Neither party without will use or disclose confidential information for purposes other than the prior activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of such providing the other party . Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 or which Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section to the contrary, the Administrator may aggregate Fund data with similar data of other customers of the Administrator (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Fund data can be identified either directly or by inference or implication. The undertakings and obligations contained in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.

Appears in 13 contracts

Samples: Master Administration Agreement (Managed Municipal Fund Inc), Master Administration Agreement (North American Government Bond Fund Inc), Administration Agreement (RidgeWorth Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 13 contracts

Samples: Administration Agreement (IDR Core Property Index Fund LTD), Form of Administration Agreement (Churchill Financial BDC Inc.), Administration Agreement (Solar Senior Capital Ltd.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the Securities & Exchange Commission (“SEC”), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 13 contracts

Samples: Administration Agreement (Gladstone Companies, Inc.), Administration Agreement (Gladstone Companies, Inc.), Form of Administration Agreement (Gladstone Investment Corporation\de)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a one party to one or more of the others other parties regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including non-public personal information within the meaning of SEC Regulation S-P and/or the Gramm-Leach-Bliley Act, whichever is applicable, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent of such providing the other party . Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 13 contracts

Samples: Agreement (Hartford HLS Series Fund Ii Inc), Participation Agreement (Talcott Resolution Life Insurance Co Separate Account Two), Participation Agreement (Talcott Resolution Life & Annuity Insurance Co Separate Account Seven)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities activities, holdings, or holdings identities of shareholders of the Fund Funds. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or paragraph. The foregoing also shall not apply to any information which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation ; provided, however, that the disclosing party shall provide reasonable notice to the other parties hereto prior to any such disclosure.

Appears in 11 contracts

Samples: Investment Subadvisory Agreement (American Century Variable Portfolios Inc), Investment Subadvisory Agreement (American Century Variable Portfolios Inc), Investment Subadvisory Agreement (American Century World Mutual Funds Inc)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including including, without limitation limitation, the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. For the avoidance of doubt, the parties may disclose such information to a limited number of employees, attorneys, accountants, affiliates, third party counterparties, Fund service providers and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 9, (ii) known to such receiving party prior to disclosure to such party by the other party or which its representatives and not otherwise subject to a separate confidentiality obligation, (iii) rightfully acquired by the receiving party from third parties whom the party reasonably believes are not under an obligation of confidentiality to the other party to this Agreement, (iv) independently developed by the receiving party without reference or reliance upon the confidential information, or (v) that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 11 contracts

Samples: Sub Advisory Agreement (Ohio National Fund Inc), Sub Advisory Agreement (Ohio National Fund Inc), Sub Advisory Agreement (Ohio National Fund Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as otherwise provided under Section 2.7 hereof and as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose such information has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section 19.9 shall survive the termination or expiration of this Agreement for a period of three (3) years.

Appears in 10 contracts

Samples: Custodian Agreement (FS Investment Corp IV), Custodian Agreement (FS Investment Corp II), Custodian Agreement (FS Investment CORP)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a one party to one or more of the others other parties regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including non-public personal information within the meaning of SEC Regulation S-P and/or the Gramm-Leach-Bliley Act, whichever is applicable, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent of such providing party . Without limiting the foregoing, no party hereto shall disclose any information that another party has designated as proprietary. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 10 contracts

Samples: Participation Agreement (Union Security Insurance Co Variable Account C), Agreement (HIMCO Variable Insurance Trust), Fund Participation Agreement (Pruco Life Variable Universal Account)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 10 contracts

Samples: Administration Agreement (BC Partners Lending Corp), Administration Agreement (KKR Real Estate Select Trust Inc.), Administration Agreement (Blackstone Private Credit Fund)

Confidentiality. The parties to this Agreement Contract agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement Contract and, except as may be required in carrying out the terms of this Agreement Contract, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 paragraph or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 10 contracts

Samples: Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Garrison Street Trust), Management Contract (Fidelity Salem Street Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any other investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 9 contracts

Samples: Advisory Agreement (NorthStar Real Estate Capital Income Fund), Advisory Agreement (NorthStar Real Estate Capital Income Fund), Advisory Agreement (NorthStar Real Estate Capital Income Fund-T)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 9 contracts

Samples: Administrative Agency Agreement (Pointbreak ETF Trust), Administrative Agency Agreement (Source ETF Trust), Administrative Agency Agreement (Pointbreak ETF Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent or at the direction of such the party providing party the information. In addition, during the term of this Agreement, the Custodian will maintain policies reasonably designed to prohibit the Custodian and its employees from engaging in securities transactions based on knowledge of the Fund's non-public portfolio holdings. The foregoing shall not be applicable to any information that is (i) publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) aggregated, without reference to such Fund, in whole or in part, with other client information for the Custodian's own marketing, reporting or other purposes, or (iii) required in any legal or regulatory authority in the lawful and appropriate exercise proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 9 contracts

Samples: Master Custodian Agreement (IXIS Advisor Funds Trust II), Master Custodian Agreement (Gateway Trust), Master Custodian Agreement (IXIS Advisor Funds Trust IV)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in bank examiner of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation. Applicable Law. 12.9

Appears in 9 contracts

Samples: Custodian Agreement (Vanguard Index Funds), Custodian Agreement (European Equity Portfolio), Custodian Agreement (BBH Global Equity Portfolio)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required or requested to be disclosed by any bank or other regulatory authority in the lawful and appropriate exercise examiner of its jurisdiction over a party Custodian, Customer, or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 9 contracts

Samples: Form of Custodian Agreement (Forum Funds), Forum Funds Custodian Agreement (Forum Funds), Custodian Agreement (Forum Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process process, or otherwise by applicable law or regulation.

Appears in 9 contracts

Samples: Administration Agreement (North Haven Private Income Fund LLC), Administration Agreement (SL Investment Corp.), Administration Agreement (Kayne DL 2021, Inc.)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 4.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation . . V.

Appears in 9 contracts

Samples: H) Subadvisory Agreement (Fidelity Concord Street Trust), Subadvisory Agreement (Fidelity Concord Street Trust), Subadvisory Agreement (Fidelity Concord Street Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P and S-AM), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 8 contracts

Samples: Administration Agreement (GSV Capital Corp.), Administration Agreement (NeXt BDC Capital Corp.), Administration Agreement (GSV Growth Credit Fund Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund.

Appears in 8 contracts

Samples: Master Custodian Agreement (Transamerica Series Trust), Master Custodian Agreement (Transamerica Funds), Master Custodian Agreement (Morgan Creek Global Equity Long/Short Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without party. In addition, during the prior consent term of such providing party this Agreement, the Custodian will maintain policies reasonably designed to prohibit the Custodian and its employees from engaging in securities transactions based on knowledge of the Fund’s portfolio holdings. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund or Portfolio, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund or Portfolio. The undertakings and obligations contained in this Section 19.12 shall survive the termination or expiration of this Agreement for a period of three (3) years.

Appears in 8 contracts

Samples: Master Custodian Agreement (Calamos Strategic Total Return Fund), Master Custodian Agreement (Calamos Advisors Trust/Il), Master Custodian Agreement (Calamos Long/Short Equity & Income 2028 Term Trust)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential in accordance with its policies and procedures to protect similar confidential information, and with applicable law, all information provided by a party to the others regarding such party ’s 's business and operations, including without limitation the investment activities activities, holdings, or holdings identities of shareholders of the Fund Funds. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or paragraph. The foregoing also shall not apply to any information which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation ; provided, however, that the disclosing party shall provide reasonable notice to the other parties hereto prior to any such disclosure.

Appears in 8 contracts

Samples: Investment Subadvisory Agreement (American Century Investment Trust), Investment Subadvisory Agreement (American Century Capital Portfolios Inc), Investment Subadvisory Agreement (American Century Mutual Funds Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party or legal authority, any auditor or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 8 contracts

Samples: Administration Agreement (Oaktree Strategic Income Corp), Administration Agreement (Oaktree Specialty Lending Corp), Administration Agreement (Oaktree Strategic Income II, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement (and offering, rendering or obtaining related BBH&Co. services) and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in regulator of the lawful and appropriate exercise of its jurisdiction over a party Custodian or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 8 contracts

Samples: Custodian Agreement (Segall Bryant & Hamill Trust), Custodian Agreement (Northern Lights Fund Trust IV), Custodian Agreement (Mutual of America Institutional Funds Inc)

Confidentiality. The parties to this Agreement agree that all Information, books and records provided by the Custodian or the Funds to each shall treat as confidential other in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund. is "Confidential Information." All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 8 contracts

Samples: Custody Agreement (Amana Mutual Funds Trust), Custody Agreement (Saturna Investment Trust), Custody Agreement (Vertical Capital Investors Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party , except that such confidential information may be disclosed to an affiliate or agent of the disclosing party to be used for the sole purpose of providing the services set forth herein. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is requested by or required to be disclosed by to any governmental or regulatory authority authority, including in the lawful and appropriate exercise of its jurisdiction over a party, connection with any auditor of the parties hereto required regulatory filings or examinations, by judicial or administrative process or otherwise by applicable law or regulation . Notwithstanding the foregoing, the Company hereby consents and authorizes the Adviser and its affiliates to use and disclose confidential information relating to the Company in connection with (a) the preparation of performance information relating to the Company and (b) in connection with any contemplated sale of the outstanding equity or assets of the Adviser, Administrator, or any person who may be deemed to “control” either of the Adviser or the Administrator, in each case within the meaning of the 1940 Act.

Appears in 8 contracts

Samples: Investment Advisory Agreement (Barings Private Credit Corp), Investment Advisory Agreement (Barings Capital Investment Corp), Agreement and Plan of Merger (Sierra Income Corp)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required or requested to be disclosed by any bank or other regulatory authority in examiner of the lawful and appropriate exercise of its jurisdiction over a party Bank, Forum, or any Subcustodian, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 7 contracts

Samples: Master Subcustodian Agreement (Forum Funds), Custodian Agreement (Forum Funds), Agreement (Forum Funds)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Consolidated Agreement and, except as may be required in carrying out the terms of this Consolidated Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Consolidated Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Consolidated Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.

Appears in 7 contracts

Samples: Sub Administration Agreement (MassMutual Advantage Funds), Service Agreement (Massmutual Premier Funds), Sub Administration Agreement (MML Series Investment Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 7 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement (and offering, rendering or obtaining related BBH&Co. services) and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise regulator of its jurisdiction over a party BBH&Co. or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 7 contracts

Samples: Custodian and Transfer Agent Agreement (EntrepreneurShares Series Trust), Funds Transfer Services Agreement (Capitol Series Trust), Funds Transfer Services Agreement (SEI Exchange Traded Funds)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential in accordance with its policies and procedures to protect similar confidential information, and with applicable law, all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities activities, holdings, or holdings identities of shareholders of the Fund Funds, and that it uses commercially reasonable tools and policies to prevent the loss of or alteration to any such confidential information. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or paragraph. The foregoing also shall not apply to any information which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, or which is required to be disclosed by judicial or administrative process or otherwise by applicable law or regulation ; provided, however, that the disclosing party shall to the extent reasonably practicable provide reasonable notice to the other parties hereto prior to any such disclosure.

Appears in 7 contracts

Samples: Investment Subadvisory Agreement (American Century Capital Portfolios Inc), Investment Subadvisory Agreement (American Century Capital Portfolios Inc), Investment Subadvisory Agreement (American Century Capital Portfolios Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 7 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T), Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the terms of this Agreement Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in regulator of the lawful and appropriate exercise Custodian or of its jurisdiction over a party the Trust or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 7 contracts

Samples: Custodian and Transfer Agent Agreement (Pointbreak ETF Trust), Custodian and Transfer Agent Agreement (Pointbreak ETF Trust), Custodian and Transfer Agent Agreement (Pointbreak ETF Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 7 contracts

Samples: Agreement (NF Investment Corp.), Administration Agreement (Carlyle Secured Lending III), Agreement (Carlyle Select Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party. Neither party without will use or disclose confidential information for purposes other than the prior activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of such providing the other party . Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 or which Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Furthermore, and notwithstanding anything in this Section to the contrary, the Sub-Administrator may aggregate Fund data with similar data of other customers of the Sub-Administrator (“Aggregated Data”) and may use Aggregated Data for purposes of constructing statistical models so long as such Aggregated Data represents a sufficiently large sample that no Fund data can be identified either directly or by inference or implication. The undertakings and obligations contained in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.

Appears in 7 contracts

Samples: Sub Administration Agreement (Aberdeen Funds), Sub Administration Agreement (Aberdeen Greater China Fund, Inc.), Sub Administration Agreement (Aberdeen Global Income Fund Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a party hereto to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 7 contracts

Samples: Administration Agreement (OFS Credit Company, Inc.), Agreement (OFS Capital, LLC), Administration Agreement (Hancock Park Corporate Income, Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party. Neither party without will use or disclose confidential information for purposes other than the prior activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of such providing the other party . Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 or which Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required to be disclosed by in any legal or regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. proceeding,

Appears in 6 contracts

Samples: Master Accounting Services Agreement (Ge Institutional Funds), Master Accounting Services Agreement (Ge Investments Funds Inc), Master Accounting Services Agreement (Elfun Tax Exempt Income Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information of natural persons pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 6 contracts

Samples: Administration Agreement (Lafayette Square Gulf Coast BDC, LLC), Administration Agreement (Business Development Corp of America), Administration Agreement (Lafayette Square Empire BDC, LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 6 contracts

Samples: Administration Agreement (Rand Capital Corp), Agreement (Ares Capital Corp), Administration Agreement (CIM Real Assets & Credit Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by BBH&Co.), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise regulator of its jurisdiction over a party BBH&Co. or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 6 contracts

Samples: Form of Custodian Agreement (Investment Managers Series Trust), Custodian Agreement (Investment Managers Series Trust II), Custodian Agreement (Investment Managers Series Trust II)

Confidentiality. The parties to this Agreement Contract agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement Contract and, except as may be required in carrying out the terms of this Agreement Contract, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 paragraph or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 6 contracts

Samples: Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Oxford Street Trust), Management Contract (Fidelity Oxford Street Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required for the purposes set forth in carrying out the terms of or contemplated by this Agreement, shall not be disclosed to any third party without the prior written consent of such the party (which may include Proper Instructions from the Customer) providing party the information. The foregoing shall not be applicable to any information that is (i) publicly available when provided or which thereafter becomes publicly available available, other than through a breach of this Agreement, (ii) independently derived by any party hereto without the use of any information provided by the other party hereto in contravention connection with this Agreement, (iii) aggregated, without reference to the Customer, in whole or in part, with other client information for the Custodian’s own marketing, reporting or other purposes, or (iv) required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or required by operation of law or regulation. The provisions of this Section 3.2 or which is required to be disclosed by any regulatory authority in 19 shall survive the lawful and appropriate exercise termination of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation this Agreement.

Appears in 6 contracts

Samples: Custody Services Agreement (Natixis Funds Trust II), Custody Services Agreement (Natixis Funds Trust II), Custody Services Agreement (Natixis Funds Trust II)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund or Portfolio, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund or Portfolio, and so long as such information represents a sufficiently large sample that no Fund or Portfolio data can be identified either directly or indirectly or by inference or implication.

Appears in 6 contracts

Samples: Master Custodian Agreement (Aberdeen Standard Global Infrastructure Income Fund), Master Custodian Agreement (Aberdeen Funds), Master Custodian Agreement (Thai Capital Fund Inc)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the Securities and Exchange Commission, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 5 contracts

Samples: Administration Agreement (Oxford Lane Capital Corp.), Administration Agreement (Pacesetter Capital Corp.), Administration Agreement (T-Equity Capital Corp.)

Confidentiality. The parties to Each party represents, warrants and mutually agrees that all information concerning the other party which comes into its possession during the term of this Agreement agree that each shall treat be maintained as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed used or divulged to any third other party without except as necessary to permit the prior consent of such providing party activities contemplated under this Agreement or as required by law. The foregoing Notwithstanding the foregoing, it shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention a breach of this Section 3.2 or which is Confidentiality provision for BASE COMMERCE to disclose Merchant’s confidential information if required to be disclosed by any regulatory authority do so under law or in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process other governmental investigation or otherwise proceeding, provided Merchant has been given prior notice to the extent not prohibited or requested by applicable law the government agency or regulation Court Order and BASE COMMERCE has sought all available safeguards against widespread dissemination prior to such disclosure.

Appears in 5 contracts

Samples: Ach Agreement Terms and Conditions, Ach Agreement Terms and Conditions, Ach Agreement Terms and Conditions

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party , except that such confidential information may be disclosed to an affiliate or agent of the disclosing party to be used for the sole purpose of providing the services set forth herein. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is requested by or required to be disclosed by to any governmental or regulatory authority authority, including in the lawful and appropriate exercise of its jurisdiction over a party, connection with any auditor of the parties hereto required regulatory filings or examinations, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 5 contracts

Samples: Investment Advisory Agreement (Nuveen Churchill BDC INC.), Investment Advisory Agreement (Nuveen Churchill Private Capital Income Fund), Investment Sub Advisory Agreement (Nuveen Churchill Direct Lending Corp.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent or at the direction of such the party providing party the information. In addition, during the term of this Agreement, the Custodian will maintain policies reasonably designed to prohibit the Custodian and its employees from engaging in securities transactions based on knowledge of the Fund’s non-public portfolio holdings. The foregoing shall not be applicable to any information that is (i) publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) aggregated, without reference to such Fund, in whole or in part, with other client information for the Custodian’s own marketing, reporting or other purposes, or (iii) required in any legal or regulatory authority in the lawful and appropriate exercise proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Master Custodian Agreement (Gateway Trust), Master Custodian Agreement (Natixis ETF Trust), Master Custodian Agreement (Gateway Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party , except that such confidential information may be disclosed to an affiliate or agent of the disclosing party to be used for the sole purpose of providing the services set forth herein. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is requested by or required to be disclosed by to any governmental or regulatory authority authority, including in the lawful and appropriate exercise of its jurisdiction over a party, connection with any auditor of the parties hereto required regulatory filings or examinations, by judicial or administrative process or otherwise by applicable law or regulation . Notwithstanding the foregoing, the Company hereby consents and authorizes the Administrator and its affiliates to use and disclose confidential information relating to the Company in connection with (a) the preparation of performance information relating to the Company and (b) in connection with any contemplated sale of the outstanding equity or assets of the Adviser (defined below), Administrator, or any person who may be deemed to “control” either of the Adviser or the Administrator, in each case within the meaning of the 1940 Act.

Appears in 4 contracts

Samples: Administration Agreement (Barings Private Credit Corp), Administration Agreement (Barings Capital Investment Corp), Administration Agreement (Barings Private Credit LLC)

Confidentiality. The parties to this Agreement agree that all information, books and records provided by the Fund to each shall treat as confidential of UMBFS or the Escrow Agent in connection with this Agreement, and all information provided by a party pertaining to the others regarding such party’s its business and operations or operations or investors, including without limitation the investment activities or holdings of the Fund. is “Confidential Information.” All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement Agreement and as disclosed to affiliates of UMBFS and Escrow Agent, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 4 contracts

Samples: Escrow Agreement (Excelsior Private Markets Fund III (TI), LLC), Escrow Agreement (Excelsior Private Markets Fund II (TE), LLC), Escrow Agreement (Excelsior Private Markets Fund III (TE), LLC)

Confidentiality. The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party or legal authority, any auditor or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Administration Agreement (Fifth Street Senior Floating Rate Corp.), Administration Agreement (Fifth Street Finance Corp.), Administration Agreement (Fifth Street Senior Floating Rate Corp.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other parties party hereto solely for the purposes of rendering services pursuant to contemplated by this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Execution Version (TCW Direct Lending VII LLC), Administration Agreement (TCW Direct Lending VIII LLC), Administration Agreement (TCW Direct Lending VIII LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation law.

Appears in 4 contracts

Samples: Accounting Agency Agreement (Alger Institutional Funds), Accounting Agency Agreement (Alger American Fund), Accounting Agency Agreement (Alger China-Us Growth Fund)

Confidentiality. The parties to this Agreement agree that all information, books and records provided by the Custodian or the Fund to each shall treat as confidential other in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund is "Confidential Information". All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law laws. Any party in possession of Confidential Information of the other party shall, upon the termination of this Agreement, either destroy such information or regulation return such information to the party that provided such information, as instructed by the providing party.

Appears in 4 contracts

Samples: Custody Agreement (Blue Rock Registered Fund LLC), Custody Agreement (Generation Hedge Strategies Fund LLC), Custody Agreement (Generation Hedge Strategies Fund LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party or self-regulatory authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation Applicable Law.

Appears in 4 contracts

Samples: Administrative Agency Agreement (Investment Managers Series Trust), Agency Agreement (Investment Managers Series Trust II), Administrative Agency Agreement (Investment Managers Series Trust)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any the other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and and discharging the receiving party’s other obligations under this Agreement or managing the business of the receiving party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management, and except as may be required in carrying out by the terms of this Agreement, foregoing shall not be disclosed to any third party. Neither party without will use or disclose confidential information for purposes other than the prior activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of such providing the other party . Notwithstanding the foregoing, each party acknowledges that the other party may provide access to and use of confidential information relating to the other party to the disclosing party’s employees, contractors, agents, professional advisors, auditors or persons performing similar functions. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 or which Agreement, (ii) that is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The undertakings and obligations contained in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.

Appears in 4 contracts

Samples: Administration Agreement (Goldman Sachs Private Middle Market Credit LLC), Administration Agreement (Goldman Sachs Private Markets Fund 2018 (A) LLC), Administration Agreement (Goldman Sachs Private Markets Fund 2018 LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including the Fund, on an aggregated basis with all or substantially all other client information and without specific reference to the Fund.

Appears in 4 contracts

Samples: Form of Custodian Agreement (Tekla Healthcare Opportunities Fund), Form of Custodian Agreement (THL Credit, Inc.), Custodian Agreement (Taiwan Fund Inc)

Confidentiality. SECTION 9. 1 The parties to this Agreement agree that all information, books and records provided by the Custodian, PIMCO or the Company to each shall treat as confidential other or to DST or State Street in connection with this Agreement, and all information provided by a either party pertaining to the others regarding such party’s its business and or operations, including without limitation the investment activities or holdings of the Fund. is “Confidential Information.” All confidential information provided by a party hereto Confidential Information shall be used by any other parties hereto solely the party receiving such information only for the purposes purpose of rendering providing or obtaining services pursuant to under this Agreement and, except as may be required in carrying to carry out the terms of this Agreement, shall not be disclosed to any third other party without the prior express consent of the party providing such providing party Confidential Information. The foregoing limitations shall not be applicable apply to any information that is publicly available when provided or which thereafter becomes publicly available to the general public other than in contravention as a result of a breach of this Section 3.2 Agreement, or which that is required to be disclosed by or to any entity having regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, party hereto or any auditor of the parties hereto a party hereto or that is required to be disclosed as a result of a subpoena or other judicial process, by judicial or administrative process or otherwise by applicable law or regulation laws.

Appears in 4 contracts

Samples: Custody Agreement (PIMCO Flexible Emerging Markets Income Fund), Form Of (PIMCO Flexible Credit Income Fund), Custody Agreement (PIMCO Flexible Municipal Income Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including the Trust, on an aggregated basis with all or substantially all other client information and without specific reference to the Trust.

Appears in 4 contracts

Samples: Custodian Agreement (Nuveen Diversified Commodity Fund), Custodian Agreement (Nuveen Diversified Commodity Fund), Custodian Agreement (Nuveen Long/Short Commodity Total Return Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in the course of carrying out this Agreement (including, without limitation, disclosure to Agents appointed by the terms of this Agreement Administrator), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. publicly

Appears in 4 contracts

Samples: Administrative Agency Agreement (Pioneer CoreTrust I), Administrative Agency Agreement (Pioneer Floating Rate Trust), Administrative Agency Agreement (Pioneer High Yield Fund)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a party to the others any other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement or any other agreement between the terms Fund, the Administrator or any of this Agreement their respective affiliates, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Administration Agreement (New Mountain Guardian IV BDC, L.L.C.), Administration Agreement (New Mountain Guardian III BDC, L.L.C.), Administration Agreement (New Mountain Guardian III BDC, L.L.C.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially the terms and conditions of this Agreement and all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such the party providing party the information. The foregoing shall not be applicable to any information that (i) is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, (ii) is independently derived by a party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (iii) was already in a party’s possession prior to the execution of this Agreement, (iv) is obtained by a party from a third person who, insofar as is known to such party, is not prohibited from transmitting such information to such party by a contractual, legal or which fiduciary obligation, or (v) is required to be disclosed by any court of competent jurisdiction or any relevant governmental or regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party body, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation . In the event that a party is required to disclose any confidential information pursuant to the proceeding subsection (v), then, to the extent permitted by law, the disclosing party shall give prompt notice to the other party. The provisions of this Section 22 shall survive the termination of this Agreement.

Appears in 4 contracts

Samples: Custodian Agreement (Morgan Stanley Global Long/Short Fund A), Custodian Agreement (Alternative Investment Partners Absolute Return Fund II A), Custodian Agreement (Alternative Investment Partners Absolute Return Fund II P)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a party to the others any other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement or any other agreement between the terms Company, the Administrator or any of this Agreement their respective affiliates, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Administration Agreement (Commonwealth Credit Partners BDC I, Inc.), Administration Agreement (NMF Senior Loan Fund I, Inc.), Administration Agreement (NC SLF Inc.)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations, including without limitation operations and shall treat any such information provided by any investment co-adviser to the investment activities or holdings of Company the Fund same. All confidential information provided by a party hereto or any investment co-adviser, including all "nonpublic personal information," as defined under the Gramm-Leach-Bliley Act of 1999 (Public law 106-102, 113 Stat. 1138), shall be used by any the other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except or any other agreement between or among the parties hereto for the provision of services to the Company. Except as may be required in carrying out the terms of this Agreement, confidential information under this Section 8 shall not be disclosed to any third party party, without the prior consent of such providing party person, except that such confidential information may be disclosed to an affiliate or agent of the disclosing person to be used for the sole purpose of rendering services pursuant to this Agreement or any other agreement between or among the parties hereto for the provision of services to the Company. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by to any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto authority, by judicial or administrative process or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Investment Advisory Agreement (NorthStar Real Estate Capital Income Master Fund), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T), Investment Advisory Agreement (NorthStar Real Estate Capital Income Fund-T)

Confidentiality. The Except as required by law both parties to this Agreement agree shall procure that each shall treat as all confidential all information provided disclosed by a one party to the others regarding such other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party ’s business and operations 's knowledge, including without limitation the investment activities possession or holdings of the Fund. All confidential information provided by a party hereto control shall not be used for any purposes other than those required or permitted by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, and shall remain confidential and shall not be disclosed to any third party without except insofar as this may be required for the prior consent proper operation of such providing this Agreement and then only under appropriate confidentiality provisions approved by the other party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention For the purposes of this Section 3.2 or which is required agreement confidential information shall include without limitation that relating to be disclosed by any regulatory authority in the lawful and appropriate exercise business of its jurisdiction over a party, its business systems, pricing, trade secrets, business processes and client and supplier lists. These obligations of confidentiality shall cease to apply to any auditor particular item of the parties hereto, confidential information once it becomes public knowledge other than by judicial any act or administrative process or otherwise by applicable law or regulation default of either party.

Appears in 4 contracts

Samples: Alamy License Agreement, Alamy License Agreement, Alamy License Agreement

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other parties party hereto solely for the purposes purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention through a breach of this Section 3.2 Agreement, or which that is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party authority, any auditor authority or legal counsel of the parties hereto, by judicial or administrative process process, or otherwise by applicable law or regulation.

Appears in 4 contracts

Samples: Administration Agreement (Eagle Point Institutional Income Fund), Administration Agreement, Administration Agreement (EP Income Co LLC)

Confidentiality. The parties to this Agreement hereto agree that each shall treat as confidential confidentially all information provided by a each party to the others other party regarding such party’s its business and operations , including without limitation the investment activities or holdings of the Fund . All confidential information provided by a party hereto shall be used by any other parties party hereto solely for the purposes purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or which thereafter becomes publicly available available, other than in contravention through a breach of this Section 3.2 Agreement, or which that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required to be disclosed in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by any regulatory authority in the lawful and appropriate exercise operation of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation , or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Upon written request from the Fund’s investment adviser or sub-adviser, the Custodian shall promptly return or destroy any non-public portfolio holdings information relating to the Fund, except the Custodian may keep copies of the information for the purpose of maintaining appropriate business records or as may be required by law or any regulatory authority. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Fund, on an aggregated basis with all or substantially all other client information and without specific reference to any Fund.

Appears in 3 contracts

Samples: Custodian Agreement (PIMCO Dynamic Credit Income Fund), Custodian Agreement (PIMCO Dynamic Income Fund), Custodian Agreement (Korea Fund Inc)