Common use of ADDITIONAL DEALER REPRESENTATIONS AND WARRANTIES Clause in Contracts

ADDITIONAL DEALER REPRESENTATIONS AND WARRANTIES. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents and warrants that: a. It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized and that Dealer will not offer Shares of any Fund for sale in any state or jurisdiction where such Shares may not be legally sold or where Dealer is not qualified to act as a broker-dealer. b. It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer provided for herein and that there are no impediments, prior or existing, regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. c. All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. d. It is not, at the time of the execution of this Agreement, subject to any enforcement or other proceeding with respect to its activities under state or federal securities laws, rules or regulations. e. It is a financial institution subject to the BSA, and is in compliance with, and throughout the term of this Agreement will continue to comply with, its obligations under the AML Laws. Throughout the term of this Agreement, it will remain in compliance with its obligations under Rule 17a-8 under the Exchange Act, and with the anti-money laundering rules of relevant self-regulatory organizations. f. It is not a foreign shell bank (i.e., a non-U.S. bank without a physical presence in any country), and that it will not introduce to the Distributor customers who are foreign shell banks. To the extent it is a foreign bank, it will comply with the Distributor’s requests for periodic certifications as necessary for the Distributor to meet its obligations under the AML Laws. g. It agrees to provide to the Distributor with such assistance as may be reasonably necessary to fulfill the Distributor’s obligations under the AML Laws or the requirements of the Distributor’s anti-money laundering compliance program. h. It has taken, and will continue to take, appropriate steps necessary to continually avail itself of the safe harbor provided by Section 103.110 of Title 31, Code of Federal Regulations, relating to the voluntary sharing of information among financial institutions regarding suspected terrorist or money laundering activity. i. It is in compliance with, and throughout the term of this Agreement will continue to comply with, all U.S. economic or trade sanctions of administered by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”). It has implemented and will maintain appropriate procedures and controls designed to cause it to comply with the sanctions programs administered by OFAC and that such procedures include, but are not limited to, appropriate ongoing due diligence regarding the identity of customers to ensure that such persons are not subject to OFAC’s Specially Designated Nationals and Blocked Persons list, as amended from time to time. j. It has adopted reasonable procedures to ensure that it processed all orders in accordance with the terms of the Funds’ Prospectus and will provide an annual certification, if requested, that all orders have been so processed. k. It shall not use any list of the Distributor’s customers which may be obtained in connection with this Agreement for the purpose of solicitation of any product or service without the Distributor’s express written consent. However, nothing in this paragraph or otherwise shall be deemed to prohibit or restrict the Dealer or its affiliates in any way from solicitations of any product or service directed at, without limitation, the general public, any segment thereof, or any specific individual, provided such solicitation is not based upon such list.