Common use of Dealer Representations and Warranties Clause in Contracts

Dealer Representations and Warranties. You hereby represent and warrant that you are: (i) registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and are licensed and qualified as a broker-dealer or otherwise authorized to offer and sell the Shares under the laws of each jurisdiction in which the Shares will be offered and sold by you; (ii) a member in good standing of FINRA and agree to maintain such membership in good standing or, in the alternative, you are a foreign dealer not eligible for membership in FINRA, but agree to abide by rules promulgated by the U.S. Securities and Exchange Commission and FINRA; and (iii) registered, licensed or qualified with appropriate securities authorities in all states, territories and jurisdictions in which your activities make such registration, licensing or qualification necessary. You further agree, represent and warrant that you shall: (i) comply with applicable laws, rules, and regulations and the applicable rules and regulations of any jurisdiction in which you sell, directly or indirectly, any Shares; (ii) not offer for sale or sell the Shares in any jurisdiction in which the Shares are not qualified for sale or in which you are not qualified as a broker-dealer; (iii) not engage in, authorize or facilitate market timing or late trading in the Funds (for your own account or the account of your customers); (iv) maintain policies and procedures, including supervisory procedures, reasonably designed to ensure that your customers are apprised of and receive, if entitled, any Fund benefits including, but not limited to, breakpoint discounts; (v) not withhold placing with us orders received from your customers so as to profit from such withholding; and (vi) comply with the provisions of Rule 22c-2 under the Investment Company Act of 1940, as amended, as applicable, set forth on Exhibit A hereto.