Common use of FINRA Rules Clause in Contracts

FINRA Rules. The parties acknowledge and agree that applicable FINRA Rules limit the amount of compensation that may be received in respect of distribution and member services and that such limits may serve to, over time, prohibit the payment of the compensation set forth in Section 4(a) and 4(c) of this Agreement in accordance with Section 1(c) of this Agreement. In accordance with applicable FINRA Rules, the parties understand and agree that, pursuant to limitations imposed by FINRA, no payments will be made to Dealer (pursuant to this Agreement or otherwise) and any other FINRA member exceeding, in aggregate, 2.92% of the total price to the public of Units sold pursuant to a Non-FB Fund's current registration statement on Form N-2 (the "Offering Proceeds") in respect of upfront sales loads (which, for the avoidance of doubt, is the equivalent of 3.00% of the net asset value of such Units) and 4.88% of the Offering Proceeds in respect of ongoing asset-based distribution fees. Distributor agrees to monitor the amount of underwriting compensation paid in connection with the distribution of Non-FB Fund Units and the rendering to investors in the Non-FB Funds of ongoing investor and account maintenance services, and to report thereon to Dealer no less frequently than quarterly. As used herein, "underwriting compensation" means all amounts included as underwriting compensation under FINRA Rule 5110 other than any sales loads charged in connection with the sale of Non-FB Fund Units. Dealer agrees to provide a report to Distributor no less frequently than quarterly, in a form reasonably acceptable to Distributor, addressing the amount of any sales loads charged in connection with the sale of Non-FB Fund Units.

FINRA Rules. The parties acknowledge and agree that applicable FINRA Rules limit the amount of compensation that may be received in respect of distribution and member services and that such limits may serve to, over time, prohibit the payment of the compensation set forth in Section 4(a) and 4(c) of this Agreement in accordance with Section 1(c) of this Agreement. In accordance with the applicable FINRA Rules, the parties understand and agree that, pursuant to limitations imposed by FINRA, no payments will be made to Dealer (pursuant to under this Agreement or otherwise) to the extent payments made to Dealer and any other FINRA member exceedingfor providing distribution and member services, exceed, in the aggregate, 2.927.25% of the total price proceeds proposed to be received by the public Fund in respect of sales of Units sold pursuant to a Non-FB registered under the Fund's current registration statement on Form N-2 (the "“Offering Proceeds”; provided, however, that Distributor agrees that it will not take any action to intentionally cause the Dealer to receive less than the Maximum Compensation that it would be entitled to under applicable FINRA rules. For purposes hereof, ") Maximum Compensation" means, in respect of upfront sales loads (whichany such investor, for the avoidance of doubt, is the equivalent of 3.00% of the net asset value of such Units) and 4.88% of the Offering Proceeds in respect cumulative amount of ongoing asset-based distribution fees payable hereunder for so long as the Dealer Member remains an investor in the Fund, not to exceed, in the case of any such applicable ongoing asset-based distribution fees, in the aggregate the product of 7.25% multiplied by the aggregate offering price of the Units received by the Fund in respect of such investor. Distributor agrees to monitor the amount of underwriting compensation paid in connection with the distribution of Non-FB Fund Units and the rendering to investors in the Non-FB Funds Fund of ongoing investor and account maintenance services, and to report thereon to Dealer no less frequently than quarterly. As used herein, "“underwriting compensation" ” means all amounts included as underwriting compensation under Rule 2830 of the FINRA Rule 5110 Rules other than any sales loads charged in connection with the sale of Non-FB Fund Units. Dealer agrees to provide a report to Distributor no less frequently than quarterly, in a form reasonably acceptable to Distributor, addressing the amount of any sales loads charged in connection with the sale of Non-FB Fund Units.

FINRA Rules. The parties acknowledge and agree that applicable FINRA Rules limit the amount of compensation that may be received in respect of distribution and member services and that such limits may serve to, over time, prohibit the payment of the compensation set forth in Section 4(a) and 4(c) of this Agreement in accordance with Section 1(c) of this Agreement. In accordance with the applicable FINRA Rules, the parties understand and agree that, pursuant to limitations imposed by FINRA, no payments will be made to Dealer (pursuant to under this Agreement or otherwise) to the extent payments made to Dealer and any other FINRA member exceedingfor providing distribution and member services, exceed, in the aggregate, 2.927.25% of the total price proceeds proposed to be received by the public Fund in respect of sales of Units sold pursuant to a Non-FB registered under the Fund's current registration statement on Form N-2 (the "“Offering Proceeds”; provided, however, that Distributor agrees that it will not take any action to intentionally cause the Dealer to receive less than the Maximum Compensation that it would be entitled to under applicable FINRA rules. For purposes hereof, ") Maximum Compensation" means, in respect of upfront sales loads (whichany such investor, for the avoidance of doubt, is the equivalent of 3.00% of the net asset value of such Units) and 4.88% of the Offering Proceeds in respect cumulative amount of ongoing asset-based distribution fees payable hereunder for so long as the Dealer Member remains an investor in the Fund, not to exceed, in the case of any such applicable ongoing asset-based distribution fees, in the aggregate the product of 7.25% multiplied by the aggregate offering price of the Units received by the Fund in respect of such investor. Distributor agrees to monitor the amount of underwriting compensation paid in connection with the distribution of Non-FB Fund Units and the rendering to investors in the Non-FB Funds Fund of ongoing investor and account maintenance services, and to report thereon to Dealer no less frequently than quarterly. As used herein, "underwriting compensation" means all amounts included as underwriting compensation under FINRA Rule 5110 other than any sales loads charged in connection with the sale of Non-FB Fund Units. Dealer agrees to provide a report to Distributor no less frequently than quarterly, in a form reasonably acceptable to Distributor, addressing the amount of any sales loads charged in connection with the sale of Non-FB Fund Units.,