Common use of Proprietary and Confidential Information Clause in Contracts

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

Appears in 106 contracts

Sources: Distribution Agreement (Brookfield Investment Funds), Distribution Agreement (North Capital Funds Trust), Distribution Agreement (Managed Portfolio Series)

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

Appears in 85 contracts

Sources: Distribution Agreement (Trust for Advised Portfolios), Distribution Agreement (YCG Funds), Distribution Agreement (Trust for Advised Portfolios)

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

Appears in 40 contracts

Sources: Distribution Agreement (Managed Portfolio Series), Distribution Agreement (Managed Portfolio Series), Distribution Agreement (Managed Portfolio Series)

Proprietary and Confidential Information. The Distributor Custodian agrees on behalf of itself and its managersdirectors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor Custodian or any of its employees, agents or representatives, and information that was already in the possession of the Distributor Custodian prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor Custodian will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 31 contracts

Sources: Custody Agreement (Unified Series Trust), Global Custody Agreement (Usa Mutuals), Custody Agreement (BB&T Variable Insurance Funds)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the TrustCompany, all records and other information relative to the Trust Company and prior, present or potential shareholders of the Trust Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustCompany. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust Company or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust Company pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Company and its shareholders.

Appears in 23 contracts

Sources: Distribution Agreement (Align Alternative Access Fund), Distribution Agreement (Jensen Quality Growth Fund Inc), Distribution Agreement (Jensen Quality Growth Fund Inc)

Proprietary and Confidential Information. The Distributor Custodian agrees on behalf of itself and its managersdirectors, officers, and employees to treat confidentially and as proprietary information of the TrustFund, all records and other information relative to the Trust Fund and prior, present present, or potential shareholders of the Trust Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustFund, which approval shall not be unreasonably withheld and may not be withheld where the Distributor Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustFund. Records and other information which have become known to the public through no wrongful act of the Distributor Custodian or any of its employees, agents or representatives, and information that was already in the possession of the Distributor Custodian prior to receipt thereof from the Trust Fund or its agent, shall not be subject to this paragraph. Further, the Distributor Custodian will adhere to the privacy policies adopted by the Trust Fund pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Fund and its shareholders.

Appears in 18 contracts

Sources: Custody Agreement (Tortoise Pipeline & Energy Fund, Inc.), Custody Agreement (City National Rochdale Structured Claims Fixed Income Fund LLC), Custody Agreement (Cushing Renaissance Fund)

Proprietary and Confidential Information. The Distributor Custodian agrees on behalf of itself and its managersdirectors, officers, and employees to treat confidentially and as proprietary information of the TrustCompany, all records and other information relative to the Trust Company and prior, present present, or potential shareholders of the Trust Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld and may not be withheld where the Distributor Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustCompany. Records and other information which have become known to the public through no wrongful act of the Distributor Custodian or any of its employees, agents or representatives, and information that was already in the possession of the Distributor Custodian prior to receipt thereof from the Trust Company or its agent, shall not be subject to this paragraph. Further, the Distributor Custodian will adhere to the privacy policies adopted by the Trust Company pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Company and its shareholders.

Appears in 6 contracts

Sources: Global Custody Agreement (Prospector Funds, Inc.), Custody Agreement (American Money Management Funds), Custody Agreement (Fairholme Funds Inc)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the TrustCompany, all records and other information relative to the Trust Company and prior, present or potential shareholders of the Trust Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustCompany. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust Company or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust Company pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Company and its shareholders.

Appears in 5 contracts

Sources: Distribution Agreement (RBB Fund, Inc.), Distribution Agreement (Provident Mutual Funds, Inc.), Distribution Agreement (Prospector Funds, Inc.)

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

Appears in 4 contracts

Sources: Distribution Agreement (Bridges Investment Fund Inc), Distribution Agreement (First American Funds Inc), Distribution Agreement (First American Investment Funds Inc)

Proprietary and Confidential Information. The Distributor Custodian agrees on behalf of itself and its managersdirectors, officers, and employees to treat confidentially and as proprietary information of the TrustCorporation, all records and other information relative to the Trust Corporation and prior, present present, or potential shareholders of the Trust Corporation (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustCorporation, which approval shall not be unreasonably withheld and may not be withheld where the Distributor Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustCorporation. Records and other information which have become known to the public through no wrongful act of the Distributor Custodian or any of its employees, agents or representatives, and information that was already in the possession of the Distributor Custodian prior to receipt thereof from the Trust Corporation or its agent, shall not be subject to this paragraph. Further, the Distributor Custodian will adhere to the privacy policies adopted by the Trust Corporation pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Corporation and its shareholders.

Appears in 4 contracts

Sources: Custody Agreement (Primary Trend Fund Inc), Custody Agreement (Primary Income Funds Inc), Custody Agreement (Monetta Fund Inc)

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

Appears in 4 contracts

Sources: Distribution Agreement (Sims Total Return Fund, Inc.), Distribution Agreement (RiverNorth Marketplace Lending Corp), Distribution Agreement (Aegis Funds)

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

Appears in 4 contracts

Sources: Distribution Agreement (Managed Portfolio Series), Distribution Agreement (Trust for Advised Portfolios), Distribution Agreement (Managed Portfolio Series)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested required to divulge such information by duly constituted governmental or regulatory authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ActAct or other applicable laws, rules or regulations, as such may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 4 contracts

Sources: Distribution Agreement (DoubleLine Funds Trust), Distribution Agreement (DoubleLine Funds Trust), Distribution Agreement (DoubleLine Funds Trust)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities, ; or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 4 contracts

Sources: Distribution Agreement (Stone Ridge Trust V), Distribution Agreement (Stone Ridge Trust IV), Distribution Agreement (Stone Ridge Trust V)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders. The Distributor will implement and maintain a disaster recovery plan and policies and procedures reasonably designed to prevent, detect and respond to cyber security threats. The Distributor shall promptly notify the Trust and the Advisor of any material violations or breaches of such policies and procedures.

Appears in 3 contracts

Sources: Distribution Agreement (Manager Directed Portfolios), Distribution Agreement (Manager Directed Portfolios), Distribution Agreement (Manager Directed Portfolios)

Proprietary and Confidential Information. The Distributor (a) FCMS agrees on behalf of itself and its managersdirectors, officers, agents and employees to treat confidentially and as proprietary information of the TrustCorporation, all records and other information relative to the Trust Corporation and prior, present present, or potential shareholders of the Trust Corporation (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities services and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to complyCorporation, (ii) when requested to divulge such information by duly constituted authoritiesauthorities with jurisdiction over FCMS or the Corporation; provided that the Corporation receives notice from FCMS of its obligation to divulge such information if it is permitted to do so by such authority, or (iii) when so requested by the TrustCorporation. Records and other information which have become known to the public through no wrongful act of the Distributor FCMS or any of its employees, agents or representatives, representatives and information that was already in the possession of the Distributor FCMS prior to receipt thereof from the Trust Corporation or its agent, agent shall not be subject to this paragraph. Further, the Distributor will . (b) FCMS and its agents shall adhere to the privacy policies adopted by the Trust Corporation pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as such may be modified from time to time. In this regard, the Distributor FCMS and its agents shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Corporation and its shareholders.

Appears in 3 contracts

Sources: Support Services Agreement (Fairholme Funds Inc), Call Center and Compliance Services Agreement (Fairholme Funds Inc), Call Center Agreement (Fairholme Funds Inc)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except except: (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, ; (ii) when requested to divulge such information by duly constituted authorities, ; or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 2 contracts

Sources: Distribution Agreement (Stone Ridge Trust III), Distribution Agreement (Stone Ridge Trust II)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the TrustCorporation, all records and other information relative to the Trust Corporation and prior, present or potential shareholders of the Trust Corporation (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustCorporation, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustCorporation. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust Corporation or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust Corporation pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Corporation and its shareholders.

Appears in 2 contracts

Sources: Distribution Agreement (Perritt Funds Inc), Distribution Agreement (Perritt Microcap Opportunities Fund Inc)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders. The Distributor will implement and maintain a disaster recovery plan and policies and procedures reasonably designed to prevent, detect and respond to cyber security threats. The Distributor shall promptly notify the Trust and the Advisor of any material violations or breaches of such policies and procedures.

Appears in 2 contracts

Sources: Distribution Agreement (Manager Directed Portfolios), Distribution Agreement (Manager Directed Portfolios)

Proprietary and Confidential Information. The Distributor USBGFS agrees on behalf of itself and its managersdirectors, officers, and employees to treat confidentially and as proprietary information of the TrustFund, all records and other information relative to the Trust Fund and prior, present present, or potential shareholders of the Trust Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustFund, which approval shall not be unreasonably withheld and may not be withheld where the Distributor USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustFund. Records and other information which have become known to the public through no wrongful act of the Distributor USBGFS or any of its employees, agents or representatives, and information that was already in the possession of the Distributor USBGFS prior to receipt thereof from the Trust Fund or its agent, shall not be subject to this paragraph. Further, the Distributor USBGFS will adhere to the privacy policies adopted by the Trust Fund pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Fund and its shareholders.

Appears in 2 contracts

Sources: Transfer Agent Servicing Agreement (Ellington Income Opportunities Fund), Fund Administration Servicing Agreement (Ellington Income Opportunities Fund)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the TrustCompany, all records and other information relative to the Trust Company and prior, present or potential shareholders of the Trust Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustCompany. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust Company or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust Company pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Company and its shareholders. Distributor shall notify the Company promptly of any unauthorized use, dissemination, loss or damage of records or data of the Company or a Fund.

Appears in 2 contracts

Sources: Distribution Agreement (RBB Fund, Inc.), Distribution Agreement (RBB Fund, Inc.)

Proprietary and Confidential Information. The Distributor USBFS agrees on behalf of itself and its managersdirectors, officers, and employees to treat confidentially and as proprietary information of the TrustCompany, all records and other information relative to the Trust Company and prior, present present, or potential shareholders of the Trust Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld and may not be withheld where the Distributor USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustCompany. Records and other information which have become known to the public through no wrongful act of the Distributor USBFS or any of its employees, agents or representatives, and information that was already in the possession of the Distributor USBFS prior to receipt thereof from the Trust Company or its agent, shall not be subject to this paragraph. Further, the Distributor USBFS will adhere to the privacy policies adopted by the Trust Company pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to timetime (the "GLB Act"). In this regard, the Distributor USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Company and its shareholders.

Appears in 2 contracts

Sources: Fund Administration Servicing Agreement (Tortoise North American Energy Corp), Fund Accounting Servicing Agreement (Tortoise North American Energy Corp)

Proprietary and Confidential Information. The Distributor Fund Services agrees on behalf of itself and its managersdirectors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor Fund Services or any of its employees, agents or representatives, and information that was already in the possession of the Distributor Fund Services prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Execution Version Further, the Distributor Fund Services will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (StrongVest ETF Trust)

Proprietary and Confidential Information. The Distributor Fund Services agrees on behalf of itself and its managersdirectors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor Fund Services may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authoritiesconstitutedauthorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor Fund Services or any of its employees, agents or representatives, and information that was already in the possession of the Distributor Fund Services prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor Fund Services will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor Fund Services shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 1 contract

Sources: Transfer Agent Servicing Agreement (ETF Series Solutions)

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

Appears in 1 contract

Sources: Distribution Agreement (Brandes Investment Trust)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.. Execution Version

Appears in 1 contract

Sources: Distribution Agreement (StrongVest ETF Trust)

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

Appears in 1 contract

Sources: Distribution Agreement (Angel Oak Funds Trust)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the GGramm-Leach-Bliley Act, as may ▇▇ ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from ▇▇▇▇ time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 1 contract

Sources: Distribution Agreement (Wy Funds)

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

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Direxion Shares ETF Trust II)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the TrustCompany, all records and other information relative to the Trust Company and prior, present or potential shareholders of the Trust Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustCompany. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust Company or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust Company pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Company and its shareholders. The Distributor shall provide prompt notice to the Company, in accordance with Distributor’s policies and procedures, in the event that Distributor becomes aware that any records and information relating to the Company or its shareholders has been compromised as a result of a breach of security at the Distributor. Such notice will include Distributor’s reasonable estimate of the number of records affected and the nature of the information exposed, together with the steps to be taken by the Distributor to limit such exposure and avoid a recurrence thereof.

Appears in 1 contract

Sources: Distribution Agreement (IronBridge Funds, Inc.)

Proprietary and Confidential Information. The Distributor Selling Agent agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor Selling Agent may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor Selling Agent or any of its employees, agents or representatives, and information that was already in the possession of the Distributor Selling Agent prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor Selling Agent will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor Selling Agent shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 1 contract

Sources: Selling Agent Agreement (Underlying Funds Trust)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the G▇▇▇▇Gramm-▇▇▇▇▇Leach-▇▇▇▇▇▇ Bliley Act, as may be modified from time to time. In this regard, the Distributor shall have in place and shal▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇d maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

Appears in 1 contract

Sources: Distribution Agreement (Series Portfolios Trust)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, officers and employees to treat confidentially and as proprietary information of the TrustCompany, all records and other information relative to the Trust Company and prior, present or potential shareholders of the Trust Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (ia) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (iib) when requested to divulge such information by duly constituted authorities, or (iiic) when so requested by the TrustCompany. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust Company or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust Company pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Company and its shareholders.

Appears in 1 contract

Sources: Distribution Agreement (IronBridge Funds, Inc.)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the TrustFund, all records and other information relative to the Trust Fund and prior, present or potential shareholders of the Trust Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustFund, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustFund. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust Fund or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust Fund pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Fund and its current or former shareholders.

Appears in 1 contract

Sources: Distribution Agreement (Greenspring Fund Inc)

Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the TrustFund, all records and other information relative to the Trust Fund and prior, present or potential shareholders of the Trust Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the TrustFund, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the TrustFund. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust Fund or its agent, shall not be subject to this paragraph. Further, the Distributor will adhere to the privacy policies adopted by the Trust Fund pursuant to Title V of the G▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust Fund and its current or former shareholders.

Appears in 1 contract

Sources: Distribution Agreement (Greenspring Fund Inc)