Common use of Compliance with Regulatory Requirements Clause in Contracts

Compliance with Regulatory Requirements. You represent and warrant to us the following: (a) Each Fund has filed a registration statement (a “Registration Statement”) with the SEC relating to its shares under the Securities Act of 1933 (the “1933 Act”) on either Form N-1A or Form N-2, including a prospectus and a statement of additional information. The Registration Statement (including the prospectus and the statement of additional information) conforms in all respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder. (b) To the extent required by law, each Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we are notified in writing to the contrary. We may rely solely on such representation in selling the shares, but you assume no responsibility or obligation as to our right as a broker-dealer to sell shares of the Funds in any state or jurisdiction. (c) The then current prospectus for each of the Funds contains such disclosure with respect to fees paid and charges imposed in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation of the type described in paragraph 5 hereof as required by Rule 2830 of the NASD Conduct Rules. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct Rules. (d) Each investment adviser of each Fund is registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required. (e) The Registration Statement (including the prospectus and statement of additional information) and any Sales Materials relating to the Fund provided by you to us do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (f) All Sales Materials will comply in all material respects with the rules and regulations of the SEC, the NASD and any states having such rules and regulations and will be filed with the NASD or SEC and the relevant states as required by the rules and regulations of the NASD, the SEC and such states, respectively. (g) The foregoing representations and warranties will be true and correct at all times during the term of this Agreement (with references to the Registration Statement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then current prospectus of the Fund).

Compliance with Regulatory Requirements. You represent and warrant to us the following: (a) Each Fund has filed a registration statement (a “"Registration Statement”") with the SEC relating to its shares under the Securities Act of 1933 (the “"1933 Act”") on either Form N-1A or Form N-2N-1A, including a prospectus and a statement of additional information. The Registration Statement (including the prospectus and the statement of additional information) conforms in all respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder. (b) To the extent required by law, each Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we are notified in writing to the contrary. We may rely solely on such representation in selling the shares, but you assume no responsibility or obligation as to our right as a broker-dealer to sell shares of the Funds in any state or jurisdiction. (c) The then current prospectus for each of the Funds contains such disclosure with respect to fees paid and charges imposed in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation of the type described in paragraph 5 hereof as required by Rule 2830 of the NASD Conduct Rules. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct Rules. (d) Each investment adviser of each Fund is registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required. (e) The Registration Statement (including the prospectus and statement of additional information) and any Sales Materials relating to the Fund provided by you to us do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (f) All Sales Materials will comply in all material respects with the rules and regulations of the SEC, the NASD and any states having such rules and regulations and will be filed with the NASD or SEC and the relevant states as required by the rules and regulations of the NASD, the SEC and such states, respectively. (g) The foregoing representations and warranties will be true and correct at all times during the term of this Agreement (with references to the Registration Statement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then current prospectus of the Fund).

Compliance with Regulatory Requirements. You represent and warrant to us the following: (a) Each Fund has filed a registration statement (a “"Registration Statement”") with the SEC relating to its shares under the Securities Act of 1933 (the “"1933 Act”") on either Form N-1A or Form N-2N-lA, including a prospectus and a statement of additional information. The Registration Statement (including the prospectus and the statement of additional information) conforms in all respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder. (b) To the extent required by law, each Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we are notified in writing to the contrary. We may rely solely on such representation in selling the shares, but you assume no responsibility or obligation as to our right as a broker-dealer to sell shares of the Funds in any state or jurisdiction. (c) The then current prospectus for each of the Funds contains such disclosure with respect to fees paid and charges imposed in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation of the type described in paragraph 5 hereof as required by Rule 2830 of the NASD Conduct Conducts Rules. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of Conduct Rules of the NASD Conduct RulesRules of Fair Practice. (d) Each investment adviser of each Fund is registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required. (e) The Registration Statement (including the prospectus and statement of additional information) and any Sales Materials relating to the Fund provided by you to us do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (f) All Sales Materials will comply in all material respects with the rules and regulations of the SEC, the NASD and any states having such rules and regulations and will be filed with the NASD or SEC and the relevant states if and as required by the rules and regulations of the NASD, the SEC and such states, respectively. (g) The foregoing representations and warranties will be true and correct at all times during the term of this Agreement (with references to the Registration Statement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then current prospectus of the Fund).

Compliance with Regulatory Requirements. You represent and warrant to us the following: (a) Each Fund has filed a registration statement (a “"Registration Statement”") with the SEC relating to its shares under the Securities Act of 1933 (the “"1933 Act”") on either Form N-1A or Form N-2N-1A, including a prospectus and a statement of additional information. The Registration Statement (including the prospectus and the statement of additional information) conforms in all respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder. (b) To the extent required by law, each Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we are notified in writing to the contrary. We may rely solely on such representation in selling the shares, but you assume no responsibility or obligation as to our right as a broker-dealer to sell shares of the Funds in any state or jurisdiction. Upon receipt of written notice from you, that a Fund's registration or qualification in a jurisdiction has terminated or that the Fund otherwise wishes us to cease accepting purchase orders for shares of a Fund in such jurisdiction, we shall promptly cease accepting purchase orders for shares of such Fund in accordance with such notification. (c) The then current prospectus for each of the Funds contains such disclosure with respect to fees paid and charges imposed by the Funds in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation from the Funds of the type described in paragraph 5 hereof as required by Rule 2830 of the NASD Conduct Rules. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct Rules. (d) Each investment adviser of each Fund is registered as an investment adviser under the Investment Advisers Act of 1940 or is exempt from such registration, and in any state where registration is required. (e) The Registration Statement (including the prospectus and statement of additional information) and any Sales Materials relating to the Fund provided by you to us do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (f) All Sales Materials will comply in all material respects with the rules and regulations of the SEC, the NASD and any states having such rules and regulations and will be filed with the NASD or SEC and the relevant states as required by the rules and regulations of the NASD, the SEC and such states, respectively. (g) You are registered and/or licensed as a broker and/or dealer under federal and applicable state laws and are a member of the NASD. You agree to notify us immediately if you cease to be registered or licensed as a broker or dealer or fail to be a member in good standing of the NASD. (h) The foregoing representations and warranties will be true and correct at all times during the term of this Agreement (with references to the Registration Statement throughout this Agreement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then current prospectus of the Fund).

Compliance with Regulatory Requirements. You represent and warrant to us the following: (a) Each The Fund has filed a registration statement (a “"Registration Statement”") with the SEC relating to its shares under the Securities Act of 1933 1933, as amended (the “"1933 Act”) "), on either Form N-1A or Form N-2N-1A, including a prospectus and a statement of additional information. The Registration Statement (including the prospectus and the statement of additional information) conforms in all respects to the requirements of the 1933 Act, the Investment Company Act of 1940, as amended (the "1940 Act Act"), and the rules thereunder. (b) To the extent required by law, each the Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we are notified in writing to the contrary. We may rely solely on such representation in selling the shares, but you assume no responsibility or obligation as to our right as a broker-broker- dealer to sell shares of the Funds Fund in any state or jurisdiction. (c) The then current prospectus for each of the Funds Fund contains such disclosure with respect to fees paid and charges imposed by you to us in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation of the type described in paragraph 5 Section 3 hereof as required by Rule 2830 of the NASD Conduct RulesRules of the NASD. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct RulesRules of the NASD. (d) The Fund is a "no load" or "no sales charge" fund as defined in Rule 2830 of the Conduct Rules of the NASD. (e) Each investment adviser of each the Fund is registered as an investment adviser under the Investment Advisers Act of 1940 1940, as amended, and in any state where registration is required. (ef) The Registration Statement (including the prospectus and statement of additional information) and any Sales Materials relating to the Fund provided by you to us do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (fg) All Sales Materials will comply in all material respects with the rules and regulations of the SEC, the NASD and any states having such rules and regulations and will be filed with the NASD or SEC and the relevant states as required by the rules and regulations of the NASD, the SEC and such states, respectively. (gh) The foregoing representations and warranties will be true and correct at all times during the term of this Agreement (with references to the Registration Statement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then current prospectus of the Fund).

Compliance with Regulatory Requirements. You represent and (a) We hereby represent, warrant and/or covenant to us you the following: (ai) Each The Fund is registered and has filed a registration statement (a “"Registration Statement”") with the SEC relating to its shares under the Securities Act of 1933 (on Form N-2 with the “1933 Act”) on either Form N-1A or Form N-2, including a prospectus and a statement of additional informationSEC. The Registration Statement (including the prospectus and the statement of additional informationProspectus) conforms in all material respects to the requirements of the 1933 Act, Securities Act and the 1940 Act and the rules thereunder. (bii) To the extent required by law, each the Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we you are notified in writing to the contrary. We You may rely solely on such representation in offering or selling the Fund shares, but you we assume no responsibility or obligation as to our your right as a broker-dealer to offer or sell Fund shares of the Funds in any state or jurisdiction. (ciii) The then current prospectus for each of the Funds Prospectus contains such disclosure with respect to fees paid and charges imposed in connection with the sale of the Fund shares as is necessary to comply with the all laws, rules and regulations of the NASDregulations, including, without limitation, disclosure of all compensation of the type described in paragraph 5 Paragraph 3 hereof as required by Rule 2830 2341 of the NASD FINRA Conduct Rules, as well as the nature and extent of the fees payable pursuant to any additional agreements between you and us with respect to the distribution of the Fund's shares or services provided to shareholders of the Fund. Such fees and charges will be in compliance with the rules and regulations of the NASDFINRA, including, without limitation, Rule 2830 2341 of the NASD FINRA Conduct Rules. (div) Each The investment adviser of each the Fund is registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required. (ev) The Registration Statement (including the prospectus and statement of additional information) and any Sales Materials relating to the Fund provided to you by you to us do will not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (fvi) All Sales Materials submitted to you by us will comply in all material respects with the rules and regulations of the SEC, the NASD FINRA and any states having such rules and regulations regulations, and will be filed with the NASD (i) FINRA or SEC and the relevant states as required by the rules and regulations of FINRA and the NASDSEC, and (ii) the SEC relevant states as required by the laws, rules and regulations of such states, respectively. (gvii) The Fund has implemented policies and procedures required by Rule 12b‑1(h)(2)(ii) and has determined that the criteria used to select broker-dealers that both execute Fund portfolio transactions and promote or sell Fund shares is reasonable. (viii) The foregoing representations representations, warranties and warranties covenants will be true and correct at all times during the term of this Agreement (with references to the Registration Statement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then then-current prospectus of the Fund). (b) You hereby represent, warrant and/or covenant to us the following: (i) You are a member in good standing of FINRA, will comply with the Conduct Rules and are qualified to act as a broker-dealer in each state or other jurisdiction in which you transact business unless otherwise exempt. You further agree to maintain such registrations, qualifications and membership in good standing in full force and effect throughout the term of this Agreement. (ii) You hereby certify that you have: established and implemented policies, procedures, and internal controls that are reasonably designed to comply with applicable anti-money laundering ("AML") laws and regulations, including but not limited to your obligations under the U.S. Bank Secrecy Act of 1970, as amended, and the regulations thereunder; maintain a customer identification program ("CIP") which requires the performance of CIP due diligence in accordance with applicable USA PATRIOT Act requirements and regulatory guidance, including, but not limited to Section 326; have policies, procedures, and internal controls in place that are reasonably designed to comply with regulations and economic sanctions programs administered or enforced by OFAC; have independent, internal auditors who annually review your anti-money laundering program; and will provide a copy of your AML representation letter upon written request. Delaer represents and warrants that its customers that are Fund investors shall be subjected to the AML, CIP and OFAC compliance policies of the Dealer. Dealer acknowledges that NBBD shall rely upon the Dealer's application of such policies. Dealer acknowledges that, to the extent required by law, NBBD or the Fund may be obligated to (i) freeze funds or accounts of Fund investors, either by prohibiting additional investments, declining requests for the Fund to repurchase shares, or segregating the assets in accordance with applicable regulations or instructions from OFAC or other governmental authorities and (ii) report such action and to disclose its identity, and information about Fund Investors and their accounts, to OFAC or other governmental authorities. (iii) You agree that this Agreement shall automatically terminate without notice if: (1) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 has been filed against you; (2) the SEC revokes or suspends your registration as a broker-dealer; (3) any national securities exchange or national securities association revokes or suspends your membership; or (4) under any applicable net capital rule of the SEC or any national securities exchange, your aggregate indebtedness exceeds 1,000% of your net capital. (iv) You agree that you shall notify us promptly of any such proceeding, application, revocation, suspension or indebtedness level. (v) Your compliance personnel have sufficient expertise and experience to implement this Agreement in accordance with its terms and you have adequate qualified personnel and systems to comply with any restrictions and limitations on purchases, repurchases and exchanges described in the Prospectus, including any share purchase eligibility requirements. (vi) You agree to take full responsibility for the suitability and proper supervision of fund recommendations, solicitations and sales to your customers and to ensure that your customers are aware of the advantages and disadvantages of selecting one class of shares over other classes of shares and are aware of the different methods of financing the distribution of shares and the servicing of customer accounts. (vii) You agree to cooperate fully with any efforts by us or the Fund to assure ourselves that you have implemented effective compliance policies and procedures administered by qualified personnel and agree to: (1) permit us and the Fund to maintain an active working relationship with your compliance personnel; (2) provide us and the Fund with updates in the event of material compliance problems; (3) provide us and the Fund with assurances regarding your compliance programs and personnel upon reasonable request; and (4) make your personnel and applicable policies and procedures available to such audit personnel as we or the Fund may designate to audit the effectiveness of your compliance controls in so far as they relate to services provided by you under the terms of this Agreement.

Compliance with Regulatory Requirements. You represent and warrant to us the following: (a) Each Fund Investment Company comprising the Funds has filed flied a registration statement (a “Registration Statement”) with the SEC relating to its shares under the Securities Act of 1933 (the “1933 Act”) on either Form N-1A or Form N-2N-lA, including a prospectus and a statement of additional information. The Registration Statement (including the prospectus and the statement of additional information) conforms in all respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder. (b) To the extent required by law, each Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we are notified in writing to the contrary. We may rely solely on such representation in selling the shares, but you assume no responsibility or obligation as to our right as a broker-broker- dealer to sell shares of the Funds in any state or jurisdiction. (c) The then current prospectus for each of the Funds contains such disclosure with respect to fees paid and charges imposed in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation of the type described in paragraph 5 hereof as required by Rule 2830 of the NASD Conduct Rules. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct Rules. (d) Each investment adviser of each a Fund is registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required1940. (e) The Registration Statement (including the prospectus and statement of additional information) and any Sales Materials relating to the Fund provided by you to us do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (f) All Sales Materials will comply in all material respects with the rules and regulations of the SEC, the NASD and any states having such rules and regulations and will be filed with the NASD or SEC and the relevant states as required by the rules and regulations of the NASD, the SEC and such states, respectively. (g) The foregoing representations and warranties will be true and correct at all times during the term of this Agreement (with references to the Registration Statement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then current prospectus of the Fund).

Compliance with Regulatory Requirements. You represent The Fund Company represents and warrant to us --------------------------------------- warrants the following: (a) Each Fund has filed a registration statement (a “"Registration Statement”") with the SEC relating to its shares under the Securities 1933 Act of 1933 (the “1933 Act”) on either Form N-1A or Form N-2N-1A, including a prospectus Prospectus and a statement of additional informationSAI. The Registration Statement (including the prospectus Prospectus and the statement of additional informationSAI) conforms in all respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder. (b) To the extent required by law, each Fund is registered and its shares are qualified for sale in all states and other jurisdictions in the United States unless we are Xxxxxxx in notified in writing to the contrary. We Xxxxxxx may rely solely on such representation in selling the shares, but you assume the Fund Company assumes no responsibility or obligation as to our Xxxxxxx' right as a broker-dealer to sell shares of the Funds in any state or jurisdiction. (c) The then current prospectus for each of the Funds contains such disclosure with respect to fees paid and charges imposed in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation of the type described in paragraph 5 hereof as required by Rule 2830 of the NASD Conduct Rules. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct Rules. (d) Each investment adviser of each Fund is registered as an investment adviser under the Investment Advisers Act of 1940 and in any state where registration is required. (e) The Registration Statement (including the prospectus Prospectus and statement of additional informationSAI) and any Sales Materials relating to the Fund provided by you Fund Company to us Xxxxxxx do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (f) All Sales Materials will comply in all material respects with the rules and regulations of the SEC, the NASD and any states having such rules and regulations and will be filed with the NASD or SEC and the relevant states as required by the rules and regulations of the NASD, the SEC and such states, respectively. (g) The foregoing representations and warranties will be true and correct at all times during the term of this Agreement (with references to the Registration Statement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then current prospectus of the Fund).

Compliance with Regulatory Requirements. You represent and warrant to us the followingthat: (a) Each Fund has filed a registration statement (a “"Registration Statement”") with the SEC relating to its shares under the Securities Act of 1933 1933, as amended (the “"1933 Act”) on either Form N-1A or Form N-2"), and the 1940 Act, including a prospectus and a statement of additional informationan SAI. The Registration Statement (including the prospectus and the statement of additional informationSAI) conforms in all material respects to the requirements of the 1933 Act, the 1940 Act and the rules thereunder. (b) To the extent required by law, each Fund is registered and its shares are qualified for sale in all states and other jurisdictions in territories of the United States unless we are notified in writing to the contrary. We may rely solely on such representation in selling the processing orders for Fund shares, but you assume no responsibility or obligation as to our right BS&Co.'s or Introducing Broker's rights as a broker-dealer dealers to sell shares of the Funds in any state or jurisdiction. We acknowledge that BS&Co. and Introducing Brokers have represented that they will comply with applicable federal and state laws and regulations in effecting transactions in Fund shares. (c) The then then-current prospectus for each of the Funds contains such disclosure with respect to fees paid and charges imposed in connection with the sale of the Fund shares as is necessary to comply with the rules and regulations of the NASD, including, without limitation, disclosure of all compensation of the type described in paragraph Section 5 hereof hereof, as required by Rule 2830 of the NASD Conduct RulesRule 2830. Such fees and charges will be in compliance with the rules and regulations of the NASD, including, without limitation, Rule 2830 of the NASD Conduct RulesRule 2830. (d) Each investment adviser of each a Fund is registered as an investment adviser under the Investment Advisers Act of 1940 1940, as amended, and in any state where registration is required. (e) The Registration Statement (including the prospectus and statement of additional informationSAI) and any Sales Materials relating to the Fund provided by you to us do not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (f) All Sales Materials will comply in all material respects with the rules and regulations of the SEC, the NASD and any states having such rules and regulations and will be filed with the NASD or the SEC and the relevant states as required by the rules and regulations of the NASD, the SEC and such states, respectively. (g) The foregoing representations and warranties will be true and correct at all times during the term of this Agreement (with references to the Registration Statement being deemed to refer to the Registration Statement in effect at the time such reference is made and to the then then-current prospectus of the Fund).