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(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 under this Agreement to the extent payments made to Dealer and any other FINRA member for providing distribution and member services, exceed, in the aggregate, 7.25% of the total proceeds proposed to be received by the Fund in respect of sales of Units registered under the Fund's current registration statement on Form N-2 “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 any such investor, the 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 Units and the rendering to investors in the 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 Rules other than any sales loads charged in connection with the sale of 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(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 under this Agreement to the extent payments made to Dealer and any other FINRA member for providing distribution and member services, exceed, in the aggregate, 7.25% of the total proceeds proposed to be received by the Fund in respect of sales of Units registered under the Fund's current registration statement on Form N-2 “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 any such investor, the 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 Units and the rendering to investors in the 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 Rules other than any sales loads charged in connection with the sale of Units.,