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Rule 38a-1 Sample Clauses

Rule 38a-1. The Fund has adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws (as that term is defined in Rule 38a-1 under the 0000 Xxx) by the Fund, including policies and procedures that provide oversight of compliance by the Adviser and the administrator and transfer agent of the Fund.
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Rule 38a-1. The Trust has adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws (as that term is defined in Rule 38a-1 under the 1000 Xxx) by the Trust, including policies and procedures that provide oversight of compliance by the Advisers, administrator and transfer agent of the Trust.
Rule 38a-1. The Distributor will provide such information as the Fund reasonably requests in order for the Fund to comply with its obligations pursuant to Rule 38a-1 under the 1940 Act.
Rule 38a-1. The Distributor acknowledges that its policies and procedures designed to comply with the Federal Securities Laws (as defined in Rule 38a-1 under the 1000 Xxx) are subject to oversight by the Company's Board of Directors. The Distributor agrees to (i) adopt, maintain and implement and maintain such policies and procedures in writing, (ii) to certify to the Company's Board of Directors at least annually that such policies and procedures are reasonably designed to prevent violations of the Federal Securities Laws by the Distributor and (iii) to cooperate with the Company and the Company's Chief Compliance Officer in fulfilling their oversight, review, reporting and recordkeeping responsibilities under Rule 38a-1.
Rule 38a-1. The Fund has (i) appointed a Chief Compliance Officer and (ii) adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws (as that term is defined in Rule 38a-1 under the 0000 Xxx) by the Fund, including policies and procedures that provide oversight of compliance by the Investment Manager and the transfer agent of the Fund.
Rule 38a-1. In order to assist the Transfer Agent and the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act (the “Rule”), X.X. Xxxxxx shall provide to the Fund’s Chief Compliance Officer and the Transfer Agent’s compliance personnel: (i) direct access to X.X. Xxxxxx’x relevant compliance personnel; (ii) at such times as the Transfer Agent may reasonably require, compliance reports and reports regarding any Material Compliance Matter (as defined in the Rule) regarding the Fund, X.X. Xxxxxx or the services provided by it hereunder; and (iii) quarterly certifications that there are no Material Compliance Matters (as defined in the Rule) involving X.X. Xxxxxx that affect or could affect the Fund or the Transfer Agent.
Rule 38a-1. In order to assist the Fund in satisfying the requirements of Rule 38a-1 under the 1940 Act (the “Rule”), ALPS shall provide to the Fund’s Chief Compliance Officer: (i) direct access to ALPS’ relevant compliance personnel; (ii) at such times as the Fund may reasonably require, compliance reports and reports regarding any Material Compliance Matter (as defined in the Rule) regarding ALPS; and (iii) quarterly certifications that there are no Material Compliance Matters (as defined in the Rule) involving ALPS that affect or could affect the Fund.
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Rule 38a-1. BBH&Co. acknowledges that a Fund may be required to seek information from BBH&Co. in connection with this Agreement in order to comply with Rule 38a-1 of the Investment Company Act of 1940, as amended. BBH&Co. shall use reasonable efforts to respond to such requests for such information from the FundsChief Compliance Officer, subject to policies and procedures of BBH&Co. designed to protect (a) confidential information relating to other customers of BBH&Co. and (b) documents and information that are considered proprietary to BBH&Co. and not for external distribution as determined by BBH&Co.’s legal or compliance advisers. Accordingly and subject to the foregoing, throughout the term of this Agreement, BBH&Co. agrees to provide the Fund with (i) access to compliance policies and procedures related to the services provided to the Funds by BBH&Co. pursuant to this Agreement; (ii) a written summary of these policies and procedures; and, (iii) a certification to the Funds’ Chief Compliance Officer of BBH&Co.’s compliance with respect to said applicable policies and procedures that the Fund may reasonably request to enable the Fund to comply with Rule 38a-1 under the Investment Company Act of 1940, as amended.

Related to Rule 38a-1

  • Rule 144 Reporting With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to: (a) Make and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and (c) So long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

  • Rule 144; Rule 144A With a view to making available to the Investor and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all times after the Signing Date; (ii) (A) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act, and (B) if at any time the Company is not required to file such reports, make available, upon the request of any Holder, such information necessary to permit sales pursuant to Rule 144A (including the information required by Rule 144A(d)(4) under the Securities Act); (iii) so long as the Investor or a Holder owns any Registrable Securities, furnish to the Investor or such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as the Investor or Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities to the public without registration; and (iv) take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act.

  • Exchange Act Compliance The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, and any Free Writing Prospectus or amendment or supplement thereto complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time the Registration Statement and any amendments thereto become effective and at each Time of Sale (as defined below), as the case may be, will 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 fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

  • Rule 144 Sales (a) The Company covenants that it will file the reports required to be filed by the Company under the Securities Act and the Exchange Act, so as to enable any Holder to sell Registrable Securities pursuant to Rule 144 under the Securities Act. (b) In connection with any sale, transfer or other disposition by any Holder of any Registrable Securities pursuant to Rule 144 under the Securities Act, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as the selling Holders may reasonably request at least two business days prior to any sale of Registrable Securities.

  • Rule 144 The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

  • Regulation S Regulation S promulgated under the Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

  • Investment Company Act; Other Regulations No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

  • Rule 144 Requirements After the earliest of (i) the closing of the sale of securities of the Company pursuant to a Registration Statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to: (a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

  • RULE 144A AND RULE 144 The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

  • No Commission Stop Order At each of the Closing Date and the Option Closing Date, the Commission has not issued any order or threatened to issue any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or any part thereof, and has not instituted or threatened to institute any proceedings with respect to such an order.

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