Common use of Registered Investment Adviser Clause in Contracts

Registered Investment Adviser. The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws from occurring, and correct, as promptly as reasonably practicable, any violations that have occurred, and will provide notice, as promptly as reasonably practicable, to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; and (vi) will, as promptly as reasonably practicable, notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

Registered Investment Adviser. The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws laws, as such term is defined in Rule 38a-1 under the 1940 Act, from occurring, and correct, as correct promptly as reasonably practicable, any violations that have occurred, and will provide notice, as notice promptly as reasonably practicable, to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; and (vi) will, as will promptly as reasonably practicable, notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

Registered Investment Adviser. The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains and the Advisory Agreement with the Trust remain in effect; , (ii) is not prohibited by the 1940 Act or the Advisers Act from performing under this Agreement or the services contemplated by this Agreement; the Advisory Agreement with the Trust, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; , (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws from occurring, and correct, as correct promptly as reasonably practicable, any violations that have occurred, and will provide notice, as notice promptly as reasonably practicable, to the Sub-Adviser of any material violations relating to the Fund; , (v) has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; , and (vi) will, as will promptly as reasonably practicable, notify the Sub-Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

Registered Investment Adviser. The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will shall continue to be so registered for so long as this Agreement remains and the Advisory Agreement with the Trust remain in effect; , (ii) is not prohibited by the 1940 Act or the Advisers Act from performing under this Agreement or the services contemplated by this Agreement; the Advisory Agreement with the Trust, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; , (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws from occurring, and correct, as correct promptly as reasonably practicable, any violations that have occurred, and will shall provide notice, as notice promptly as reasonably practicable, to the Adviser Subadviser of any material violations relating to the Fund; , (v) has materially met met, and will shall seek to continue materially to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; , and (vi) will, as promptly as reasonably practicable, shall notify the Adviser Subadviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

Registered Investment Adviser. The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains and the Advisory Agreement with the Trust remain in effect; , (ii) is not prohibited by the 1940 Act or the Advisers Act from performing under this Agreement or the services contemplated by this Agreement; the Advisory Agreement with the Trust, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; , (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws from occurring, and correct, as correct promptly as reasonably practicable, any violations that have occurred, and will provide notice, as notice promptly as reasonably practicable, to the Co-Adviser of any material violations relating to the Fund; , (v) has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; , and (vi) will, as will promptly as reasonably practicable, notify the Co-Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

Registered Investment Adviser. The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws Advisers Act from occurring, and correct, as correct promptly as reasonably practicable, any violations that have occurred, and will provide notice, as notice promptly as reasonably practicable, to the Adviser upon becoming aware of any material violations relating to the FundAllocated Portion; (v) has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, in each case to the extent applicable to the Allocated Portion; and (vi) will, as will promptly as reasonably practicable, notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

Registered Investment Adviser. The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains and the Advisory Agreement with the Trust remain in effect; , (ii) is not prohibited by the 1940 Act or the Advisers Act from performing under this Agreement or the services contemplated by this Agreement; the Advisory Agreement with the Trust, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; , (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws from occurring, occurring and correct, as correct promptly as reasonably practicable, any violations that have occurred, occurred and will shall provide notice, as notice promptly as reasonably practicable, to the Sub-Adviser of any material violations violation relating to the Fund; , (v) has materially met and will seek to continue to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; , and (vi) will, as will promptly as reasonably practicable, notify the Sub-Adviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.

Registered Investment Adviser. The Sub-Adviser (i) is duly registered as an investment adviser under the Advisers Act and will shall continue to be so registered for so long as this Agreement remains and the Advisory Agreement with the Company remain in effect; , (ii) is not prohibited by the 1940 Act or the Advisers Act from performing under this Agreement or the services contemplated by this Agreement; the Advisory Agreement with the Company, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; , (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the federal securities laws from occurring, and correct, as correct promptly as reasonably practicable, any violations that have occurred, and will shall provide notice, as notice promptly as reasonably practicable, to the Adviser Subadviser of any material violations relating to the Fund; Company, (v) has materially met met, and will shall seek to continue materially to materially meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency; , and (vi) will, as promptly as reasonably practicable, shall notify the Adviser Subadviser of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.