Common use of Rebates, Kickbacks and Reciprocal Arrangements Clause in Contracts

Rebates, Kickbacks and Reciprocal Arrangements. The Company shall cause the Advisor to agree that it shall not receive or accept any rebate or give-ups or similar arrangement that is prohibited under applicable federal or state securities laws. The Company shall cause the Advisor to agree that it shall not participate in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictions, or enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws. The Company shall cause the Advisor to agree that it shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person engaged to sell Common Shares or give investment advice to a potential Shareholder; provided, however, that this Section 6.5 shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of normal sales commissions or other compensation (including cash compensation and non-cash compensation (as such terms are defined under FINRA Rule 2310)) for selling or distributing Common Shares, including out of the Advisor’s own assets, including those amounts paid to the Advisor under the Advisory Agreement.

Appears in 4 contracts

Samples: Agreement and Declaration of Trust (Kennedy Lewis Capital Co), Agreement and Declaration (Kennedy Lewis Capital Co), Agreement and Declaration (Kennedy Lewis Capital Co)

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Rebates, Kickbacks and Reciprocal Arrangements. The Company Trust shall cause the Advisor Adviser to agree that it shall not receive or accept any rebate or give-ups or similar arrangement that is prohibited under applicable federal or state securities laws. The Company Trust shall cause the Advisor Adviser to agree that it shall not participate in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictions, or enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws. The Company Trust shall cause the Advisor Adviser to agree that it shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person engaged to sell Common Shares or give investment advice to a potential Shareholder; provided, however, that this Section 6.5 14.5 shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of normal sales commissions or other compensation (including cash compensation and non-cash compensation (as such terms are defined under FINRA Rule 2310)) for selling or distributing Common Shares, including out of the AdvisorAdviser’s own assets, including those amounts paid to the Advisor Adviser under the Advisory Agreement.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (BlackRock Private Credit Fund)

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