Recordkeeping/Confidentiality. 1. Price Associates shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that Price Associates shall keep all records in such form and in such manner as required by applicable law, including the Investment Company Act of 1940 (“the ‘40 Act”) and the Securities Exchange Act of 1934 (“the ‘34 Act”). To the extent that the records prepared and maintained hereunder by Price Associates are records of the Fund required to be maintained and preserved pursuant to the ’40 Act and the rules thereunder, Price Associates agrees that such records are the property of the Fund and will be surrendered promptly upon request.
2. Price Associates and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where Price Associates or Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto.
Recordkeeping/Confidentiality. 1. Price Services shall keep records relating to the Services to be performed hereunder, in the form and manner as it may deem advisable, provided that Price Services shall keep all records in such form and in such manner as required by applicable law.
2. Price Services and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where Price Services or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto. Without limiting the foregoing, Price Services has implemented, and will maintain during the term of this Agreement, reasonable measures designed to (i) ensure the security and confidentiality of identifying information concerning Shareholders, (ii) use such information to provide the Services hereunder, (iii) protect against any anticipated threats or hazards to the security or integrity of such information, (iv) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the subject of such information, and (v) ensure appropriate disposal of such information, to the extent such information is being disposed of by Price Services.
Recordkeeping/Confidentiality. 1. RPS shall keep records relating to the Services to be performed hereunder, in the form and manner as it may deem advisable, provided that RPS shall keep all records in such form and in such manner as required by applicable law.
2. RPS and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto (or the plan, if required), which approval shall not be unreasonably withheld and may not be withheld where RPS or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto. Notwithstanding the foregoing, nothing shall prohibit RPS from providing information concerning Fund shares, transactions or fees or Services performed under this agreement to a Plan or Participant without such notification or approval.
Recordkeeping/Confidentiality. 1. RPS shall keep records relating to the Services to be performed hereunder, in the form and manner as it may deem advisable, provided that RPS shall keep all records in such form and in such manner as required by applicable law.
2. RPS and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a) after prior notification to and approval in writing by the other party hereto (or the plan, if required), which approval shall not be unreasonably withheld and may not be withheld where RPS or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto. Notwithstanding the foregoing, nothing shall prohibit RPS from providing information concerning Fund shares, transactions or fees or Services performed under this agreement to a Service Provider, Plan or Participant without such notification or approval. Without limiting the foregoing, RPS has implemented, and will maintain during the term of this Agreement, reasonable measures designed to (i) ensure the security and confidentiality of identifying information concerning Plans and Plan Participants, (ii) use such information to provide the Services hereunder or as authorized by the Plans or Plan Participants, (iii) protect against any anticipated threats or hazards to the security or integrity of such information, (iv) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the subject of such information, and (v) ensure appropriate disposal of such information, to the extent such information is being disposed of by RPS.
Recordkeeping/Confidentiality. 1. RPS shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that RPS shall keep all records in such form and in such manner as required by applicable law, including the '40 Act and the '34 Act.
2. RPS and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except: (a)after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where RPS or the Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; (c) after so requested by the other party hereto; or (d) by the Administrator.
Recordkeeping/Confidentiality. (a) Atlantic shall prepare and maintain the books and records detailed in Schedule C and such other records as are agreed from time to time in writing by Atlantic and the Fund (the “Fund Records”). The books and records maintained by Atlantic shall be prepared, maintained and preserved by Atlantic in such form, for such periods and in such locations as may be required law applicable to Atlantic and Section 31 of the 1940 Act as applicable to the Fund. The Fund Records in Atlantic’s possession shall be the property of the Fund.
(b) Atlantic and the Fund (each a “Receiving Party”) agree to keep confidential all information disclosed by or the property of the other party (each a “Disclosing Party”), including, all forms and types of financial, business, marketing, operations, technical, economic, engineering and personnel information of the Disclosing Party, whether tangible or intangible. Notwithstanding any provision of this Agreement to the contrary, the following information shall not be deemed confidential information: (i) information that was known to the Receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; and (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s confidential information. A Receiving Party may disclose confidential information of the Disclosing Party (x) after prior notification to and approval in writing by the Disclosing Party, which approval shall not be unreasonably withheld, conditioned or delayed and may not be withheld, conditioned or delayed where the Receiving Party may be exposed to civil or criminal contempt proceedings for failure to disclose the information, (y) when requested to divulge such information by duly constituted authorities, or (z) when so requested by the Disclosing Party. Atlantic shall not use confidential information of the Fund for any purpose other than the performance of its responsibilities and duties under this Agreement and the Fund shall use the confidential information of Atlantic solely for purposes related to this Agreement
(c) Atlantic ...
Recordkeeping/Confidentiality. (a) BNYM shall prepare and maintain the books and records detailed in the Schedule C and such other records as are agreed from time to time in writing by BNYM and Atlantic (the “Fund Records”). The books and records maintained by BNYM shall be prepared, maintained and preserved by BNYM in such form, for such periods and in such locations as may be required law applicable to BNYM and Section 31 of the 1940 Act as applicable to the Fund. The Trust Records in BNYM’s possession shall be the property of the Trust.
(b) Subject to BNYM’s then-current, reasonable confidentiality, security and data protection procedures, Atlantic and its authorized representatives and any governmental authority with jurisdiction over the Fund shall have reasonable access to the Fund Records at all times during BNYM’s normal business hours. Upon the reasonable advance request of the Atlantic or the Fund’s chief compliance officer, copies of Fund Records shall be provided by BNYM to Atlantic (or the Fund), provided that Atlantic shall pay BNYM’s reasonable costs of copying the Fund Records.
(c) If BNYM receives a request or demand from a third party, including a governmental authority with jurisdiction over the Fund, to inspect any Fund Records, BNYM will endeavor, to the extent permitted to do so, to notify Atlantic and to secure instructions from Atlantic about such inspection. BNYM shall abide by such instructions for granting or denying the inspection; provided, that BNYM may grant the inspection without instructions or in contravention of instructions if BNYM is advised by counsel to BNYM or the Fund that failure to do so is likely to result in liability or meaningful expense to BNYM; and provided, further, that in such event, BNYM shall endeavor to advise the Fund of such contrary advice, to the extent practicable in advance of any inspection.
(d) Upon termination of this Agreement, BNYM shall, subject to payment of all undisputed amounts due to BNYM hereunder and at the expense and direction of Atlantic, transfer to Atlantic all Fund Records in the electronic or other medium in which such material is then maintained by BNYM.
(e) BNYM and Atlantic (each a “Receiving Party”) agree to keep confidential all information disclosed by the other party (each a “Disclosing Party”), including all forms and types of financial, business, marketing, operations, technical, economic, engineering and personnel information of the Disclosing Party, whether tangible or intangible. Notwithstanding...
