Common use of Financial Institution Representations and Warranties Clause in Contracts

Financial Institution Representations and Warranties. You hereby represent and warrant that you are: (i) either (1) a “bank” as defined in Section 3 (a)(6) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and at the time of each transaction in shares of the Funds, are not required to register as a broker-dealer under the Exchange Act or regulations there-under; or (2) registered as a broker-dealer under the Exchange Act, a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and affiliated with a bank; and in either case have the full right, power and authority to effect transactions (including, without limitation, any purchases and redemptions) in Shares on behalf of all customer accounts provided by you; (ii) if you are a bank not required to register as a broker-dealer under the Exchange Act, that with respect to any sales in the United States, you will use your best efforts to ensure that any purchases of Shares by your customers constitutes a suitable investment for such customers; (iii) if you are a FINRA member broker-dealer affiliated with a bank and registered under the Exchange Act, that with respect to any sales in the United States, you agree to abide by all of the applicable laws, rules and regulations including applicable provisions of the Securities Act of 1933, as amended, and the applicable rules and regulations of the FINRA, including, without limitation, its Rules of Conduct, and the applicable rules and regulations of any jurisdiction in which you make Shares available for sale to your customers; and (iv) not in violation of any banking law or regulations as to which you are subject. You further agree, represent and warrant that you shall: (i) not make available for sale to your customers 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. We shall have no obligation or responsibility as to your right to make Shares of any Funds available to your customers in any jurisdiction; (ii) not make Shares of any Fund available to your customers, including your fiduciary customers, except in compliance with all federal and state laws and rules and regulations of regulatory agencies or authorities applicable to you, or any of your affiliates engaging in such activity, which may affect your business practices; (iii) not engage in, authorize or facilitate market timing or late trading in the Funds (for your own account or for the account of your customers); (iv) not withhold placing with us orders received from your customers so as to profit form such withholding; (v) not effect any transaction in, or induce any purchase or sale of, any Shares by means of any manipulative, deceptive or other fraudulent device or contrivance, and shall otherwise deal equitably and fairly with your customers with respect to transactions in Shares of a Fund; 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.

Financial Institution Representations and Warranties. You hereby represent and warrant that you are: (i) either (1) a “bank” as defined in Section 3 (a)(6) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and at the time of each transaction in shares of the Funds, are not required to register as a broker-dealer under the Exchange Act or regulations there-under; or (2) registered as a broker-dealer under the Exchange Act, a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and affiliated with a bank; and in either case have the full right, power and authority to effect transactions (including, without limitation, any purchases and redemptions) in Shares on behalf of all customer accounts provided by you; (ii) if you are a bank not required to register as a broker-dealer under the Exchange Act, that with respect to any sales in the United States, you will use your best efforts to ensure that any purchases of Shares by your customers constitutes a suitable investment for such customers; (iii) if you are a FINRA member broker-dealer affiliated with a bank and registered under the Exchange Act, that with respect to any sales in the United States, you agree to abide by all of the applicable laws, rules and regulations including applicable provisions of the Securities Act of 1933, as amended, and the applicable rules and regulations of the FINRA, including, without limitation, its Rules of Conduct, and the applicable rules and regulations of any jurisdiction in which you make Shares available for sale to your customers; and and (iv) not in violation of any banking law or regulations as to which you are subject. You further agree, represent and warrant that you shall: (i) not make available for sale to your customers 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. We shall have no obligation or responsibility as to your right to make Shares of any Funds available to your customers in any jurisdiction; (ii) not make Shares of any Fund available to your customers, including your fiduciary customers, except in compliance with all federal and state laws and rules and regulations of regulatory agencies or authorities applicable to you, or any of your affiliates engaging in such activity, which may affect your business practices; (iii) not engage in, authorize or facilitate market timing or late trading in the Funds (for your own account or for the account of your customers); (iv) not withhold placing with us orders received from your customers so as to profit form such withholding; (v) not effect any transaction in, or induce any purchase or sale of, any Shares by means of any manipulative, deceptive or other fraudulent device or contrivance, and shall otherwise deal equitably and fairly with your customers with respect to transactions in Shares of a Fund; 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.