exemption from registration under and compliance with the federal securities law of the
Participation Agreements or Bright Directions. The Contractor shall use its reasonable
efforts not to take any action in support of federal or state legislative or regulatory
proposals that would directly or indirectly undermine or jeopardize the Program.
b) The Contractor's offer and sale of interests in the Pool and performance of the
services under the Agreement shall be performed in compliance with all requirements of
FINRA, the MSRB, and any other Governmental Authority to the extent such
requirements may be or become applicable to the Contractor.
c) The Contractor shall promptly provide to the Treasurer copies of all regulatory
filings and reports made by the Contractor in connection with the Program during the
Term or while it is holding any Pool assets, other than confidential filings or reports that
will not become part of the Pool. The Contractor shall make available for review by the
Treasurer the results of any periodic examination of the Contractor by any state or federal
banking, insurance, or securities or regulatory commission relating to the Programs,
except to the extent that such report or reports may not be disclosed under applicable law
or the rules of such commission.
d) The Contractor shall use the Program Disclosure Statements in connection with
the offer and sale of interests in Bright Directions only so long as the Certificate
delivered by the Contractor to the Treasurer remains true and correct at the time of such
offer and sale.
e) Treasurer may direct Contractor to seek such legal comfort concerning the status
of Bright Directions as is necessary, which, in addition to obtaining legal opinions, may
include: (i) preparing and filing on behalf of Bright Directions a request for an IRS
Letter Ruling to the effect that Bright Directions satisfies the qualification requirements
of Section 529 of the Internal Revenue Code, is exempt from taxation, and addressing
other agreed upon issues; and (ii) preparing and filing a request for an SEC No-Action
Letter, which shall be to the effect that Bright Directions and the operation of Bright
Directions will be exempt from registration requirements of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, and exempt from broker-dealer
registration requirements of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, and addressing other agreed upon issues. The Treasurer
shall render assistance to the Contractor in the preparation of a request for an IRS Letter
Ruling and/or SEC No-Action Letter.
f) Changes in Applicable Law. Contractor shall monitor all applicable law, and
shall assume responsibility for addressing the legal issues affecting Bright Directions.
Contractor shall promptly notify the Treasurer of any changes in the law. In fulfilling its
responsibilities hereunder, Contractor may obtain opinions of or the advice of counsel,
including, but not limited to, having counsel conduct an annual review of Bright
Directions. In the event that Bright Directions or objectives of Bright Directions are
adversely affected due to changes in or new interpretations of existing federal tax law
(including, without limitation, if the IRS Letter Ruling negatively impacts the Program or
the IRS refuses to issue the IRS Letter Ruling), state tax law, federal or state securities
laws or other applicable laws, the Treasurer and Contractor shall cooperate to restructure
Bright Directions, based on terms developed and presented by Contractor, as advised by
counsel, to the Treasurer for its approval, to address such adverse consequences, and each