Common use of No Convictions, Sanctions or Other Violations Clause in Contracts

No Convictions, Sanctions or Other Violations. (a) None of Seller, any Principal or any other Person “associated” (as defined under the Advisers Act) with Seller, nor any manager, officer or, to Seller’s Knowledge, employee of Seller: (i) has been convicted of (A) any felony, (B) any misdemeanor related to theft, fraud or misrepresentation, or (C) any crime related to the securities or commodities industry; or is subject to any disqualification or censure that would (1) be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act, (2) otherwise limit the performance of any duties by the Person holding the registration or license on behalf of Seller or the Business or (3) limit the ability of Seller to conduct its business, (ii) has engaged in any conduct that would be required to be described in Item 11 of Form ADV, Part 1A, Item 9 of Form ADV Part 2A or Item 3 of Item ADV Part 2B, or in the Disciplinary Information section of Form 7-R or Form 8-R, (iii) is subject to a “bad actor” disqualification, as described in Rule 506(d) of Regulation D under the 1933 Act or (iv) a crime described in Section 411 of ERISA or Part I(g) of Department of Labor Prohibited Transaction Exemption 84-14, as amended. (b) None of Seller, any Principal or any Affiliate thereof has, with respect to any Client of the Business that is an “employee benefit plan” as defined in Section 3(3) of ERISA or a “plan” as defined in Section 4975(e)(1) of the Code, (i) engaged in a “prohibited transaction” (as defined under ERISA or the Code) for which no exemption exists under ERISA, the Code or other Applicable Law or (ii) incurred a penalty, excise tax, fee, disqualification or other similar result imposed under ERISA or the Code or other Applicable Law. No basis exists on which any employee of Seller would reasonably be expected to become subject to disqualification under Section 411(a) of ERISA from holding the positions described under Section 411(a)(1)-(3) of ERISA.

No Convictions, Sanctions or Other Violations. Each of the Buyer’s designated advisory Subsidiaries, and, to the Buyer’s Knowledge, each named portfolio manager of a Buyer Fund, is not ineligible (awhether by virtue of its or their own conduct, acts or omissions or by virtue of the conduct, acts or omissions of its or their Affiliates or any Affiliated Persons) None under Section 9(a) or 9(b) of Sellerthe Investment Company Act to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company. Neither the Buyer’s designated advisory Subsidiaries nor, to the Buyer’s Knowledge, any Principal or any other Person “associatedperson associated with an investment adviser” (as defined in the Investment Advisers Act), including any named portfolio manager of a Buyer Fund, is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, or pursuant to Rule 206(4)-3 under the Investment Advisers Act) with SellerAct to serve as a solicitor, nor and has not been the subject of any managerlegal or disciplinary event that must be disclosed to clients of the Buyer’s designated advisory Subsidiaries or the SEC pursuant to the Investment 114399-0014/143865664.11 Advisers Act or other applicable Law, officer orexcept as disclosed in any applicable designated advisory Subsidiary’s Form ADV. Each of the Buyer’s designated advisory Subsidiaries and, to Sellerthe Buyer’s Knowledge, employee each named portfolio manager of Seller: (i) has been convicted a Buyer Fund is not precluded from acting as a fiduciary by operation of (A) any felony, (B) any misdemeanor related to theft, fraud or misrepresentation, or (C) any crime related to the securities or commodities industry; or is subject to any disqualification or censure that would (1) be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act, (2) otherwise limit the performance of any duties by the Person holding the registration or license on behalf of Seller or the Business or (3) limit the ability of Seller to conduct its business, (ii) has engaged in any conduct that would be required to be described in Item 11 of Form ADV, Part 1A, Item 9 of Form ADV Part 2A or Item 3 of Item ADV Part 2B, or in the Disciplinary Information section of Form 7-R or Form 8-R, (iii) is subject to a “bad actor” disqualification, as described in Rule 506(d) of Regulation D under the 1933 Act or (iv) a crime described in Section 411 of ERISA or Part I(g) and the Buyer has no Knowledge of Department of Labor Prohibited Transaction Exemption 84-14, as amended. (b) None of Seller, any Principal basis for them or any Affiliate thereof hasof their respective directors, with respect to any Client of the Business that is an “employee benefit plan” as defined in Section 3(3) of ERISA or a “plan” as defined in Section 4975(e)(1) of the Codeofficers, (i) engaged in a “prohibited transaction” (as defined under ERISA or the Code) for which no exemption exists under ERISAemployees, the Code or other Applicable Law or (ii) incurred a penalty, excise tax, fee, disqualification or other similar result imposed under ERISA or the Code or other Applicable Law. No basis exists on which any employee of Seller would reasonably be expected to become representatives and agents becoming subject to disqualification under from serving in any capacity described in Section 411(a) of ERISA from holding the positions described under by virtue of Section 411(a)(1)-(3) 411 of ERISA. Neither the Buyer’s designated advisory Subsidiaries nor, to the Buyer’s Knowledge, any “person associated with the adviser” as contemplated above, including any named portfolio manager of a Buyer Fund, is otherwise ineligible under any other applicable Law from providing services with respect to any Buyer Fund. There is no judicial or administrative action, suit, proceeding, investigation or other Legal Proceeding pending or, to the Buyer’s Knowledge, threatened that could reasonably be expected to result in any designated advisory Subsidiary of the Buyer, or any portfolio manager to any Buyer Fund, becoming ineligible to serve in such positions or capacity or requiring disclosure to clients of the Buyer’s designated advisory Subsidiaries or the SEC.

No Convictions, Sanctions or Other Violations. The Seller and, to the Seller’s Knowledge, each Identified Employee and named portfolio manager of a Fund (a) None of and, to the Seller’s Knowledge, any Principal primary adviser or sub-advisor to any Fund or Advisory Account, and any of such primary adviser’s or sub-advisor’s supervised persons) is not ineligible (whether by virtue of its or their own conduct, acts or omissions or by virtue of the conduct, acts or omissions of its or their Affiliates or any Affiliated Persons) under Section 9(a) or 9(b) of the Investment Company Act to serve as an investment adviser (or in any other Person capacity contemplated by the Investment Company Act) to a registered investment company. Neither the Seller nor, to the Seller’s Knowledge, any “associatedperson associated with an investment adviser” (as defined in the Investment Advisers Act), including any Identified Employee or any named portfolio manager of a Fund, (nor, to the Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account and any associated person of such primary adviser or subadvisor) is ineligible pursuant to Section 203 of the Investment Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, or pursuant to Rule 206(4)-3 under the Investment Advisers Act) with SellerAct to serve as a solicitor, nor and has not been the subject of any manager, officer orlegal or disciplinary event that must be disclosed to Clients or the SEC pursuant to the Investment Advisers Act or other applicable Law. The Seller and, to Seller’s Knowledge, employee each Identified Employee and named portfolio manager of Seller: (i) has been convicted of (A) any felonya Fund, (B) any misdemeanor related to theftand, fraud or misrepresentation, or (C) any crime related to the securities Seller’s Knowledge, any primary adviser or commodities industry; or is subject sub-advisor to any disqualification Fund or censure that would (1) be a basis for denialAdvisory Account, suspension and any of such primary adviser’s or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act, (2) otherwise limit the performance of any duties by the Person holding the registration or license on behalf of Seller or the Business or (3) limit the ability of Seller to conduct its business, (ii) has engaged in any conduct that would be required to be described in Item 11 of Form ADV, Part 1A, Item 9 of Form ADV Part 2A or Item 3 of Item ADV Part 2B, or in the Disciplinary Information section of Form 7sub-R or Form 8-R, (iiiadvisor’s supervised persons) is subject to not precluded from acting as a “bad actor” disqualification, as described in Rule 506(d) fiduciary by operation of Regulation D under the 1933 Act or (iv) a crime described in Section 411 of ERISA and the Seller has no Knowledge of any basis for the Seller or Part I(g) any of Department of Labor Prohibited Transaction Exemption 84-14its directors, as amended. officers, employees (b) None of including the Identified Employees), representatives and agents (or, to the Seller’s Knowledge, any Principal primary adviser or sub-advisor to any Fund or Advisory Account, or any Affiliate thereof hasof its directors, with respect to any Client of the Business that is an “employee benefit plan” as defined in Section 3(3officers, employees, representatives and agents) of ERISA or a “plan” as defined in Section 4975(e)(1) of the Code, (i) engaged in a “prohibited transaction” (as defined under ERISA or the Code) for which no exemption exists under ERISA, the Code or other Applicable Law or (ii) incurred a penalty, excise tax, fee, disqualification or other similar result imposed under ERISA or the Code or other Applicable Law. No basis exists on which any employee of Seller would reasonably be expected to become becoming subject to disqualification under from serving in any capacity described in Section 411(a) of ERISA from holding the positions described under by virtue of Section 411(a)(1)-(3) 411 of ERISA. Neither the Seller nor, to Seller’s Knowledge, any “person associated with the adviser” as contemplated above, including any Identified Employee or named portfolio manager of a Fund, (nor, to the Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account, or any associated person of such primary adviser or sub-advisor) is otherwise ineligible under any other applicable Law from providing services with respect to any Fund, Advisory Account or the Business. There is no judicial or administrative action, suit, proceeding, investigation or other Legal Proceeding pending or, to the Seller’s Knowledge, threatened that could reasonably be expected to result in the Seller or any Identified Employee or named portfolio manager of a Fund (or, to the Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account or any supervised period of such primary adviser or sub-advisor) becoming ineligible to serve in such positions or capacity or requiring disclosure to Clients of the Seller (or, to the Seller’s Knowledge, any such primary adviser or sub-advisor) or the SEC.

No Convictions, Sanctions or Other Violations. Federated is not ineligible (awhether by virtue of its own conduct, acts or omissions or by virtue of the conduct, acts or omissions of its Affiliated Persons) None under Section 9(a) or 9(b) of Sellerthe 1940 Act to serve as an investment adviser (or in any other capacity contemplated by the 0000 Xxx) to a registered investment company. Neither Federated nor, to Federated’s Knowledge, any Principal or any other Person “associatedperson associated with an investment adviser” (as defined in the Advisers Act as applied to Federated as if it were an investment adviser) is ineligible pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, or, except as disclosed in Federated’s reports filed under the 1934 Act or Schedule 4.1.4, pursuant to Rule 206(4)-3 under the Advisers Act to serve as a solicitor, and has been the subject of any legal or disciplinary event that must be disclosed to Clients pursuant to Rule 206(4)-4 promulgated under the Advisers Act) with Seller. There is no judicial or administrative action, nor any managersuit, officer proceeding, investigation or other Litigation, pending or, to SellerFederated’s Knowledge, employee threatened that could reasonably be expected to result in Federated (or, to Federated’s Knowledge, any Affiliated Person that is a Subsidiary of Seller: (i) has been convicted of (A) Federated or any felony, (B) any misdemeanor related to theft, fraud or misrepresentation, or (C) any crime related to the securities or commodities industry; or is subject to any disqualification or censure that would (1) be a basis for denial, suspension or revocation of registration of “person associated with an investment adviser under Section 203(eadviser” as contemplated above) becoming ineligible to serve in such positions or requiring disclosure to Clients of the Advisers Act, (2) otherwise limit the performance Federated’s advisory Subsidiaries. Federated’s advisory Subsidiaries are not precluded from acting as a fiduciary by operation of any duties by the Person holding the registration or license on behalf of Seller or the Business or (3) limit the ability of Seller to conduct its business, (ii) has engaged in any conduct that would be required to be described in Item 11 of Form ADV, Part 1A, Item 9 of Form ADV Part 2A or Item 3 of Item ADV Part 2B, or in the Disciplinary Information section of Form 7-R or Form 8-R, (iii) is subject to a “bad actor” disqualification, as described in Rule 506(d) of Regulation D under the 1933 Act or (iv) a crime described in Section 411 of ERISA or Part I(g) and Federated has no Knowledge of Department of Labor Prohibited Transaction Exemption 84-14, as amended. (b) None of Seller, any Principal basis for Federated’s advisory Subsidiaries or any Affiliate thereof hasof their respective directors, with respect to any Client of the Business that is an “employee benefit plan” as defined officers, or employees who are involved in Section 3(3) of ERISA or a “plan” as defined in Section 4975(e)(1) of the Code, (i) engaged in a “prohibited transaction” (as defined under ERISA or the Code) for which no exemption exists under ERISA, the Code or other Applicable Law or (ii) incurred a penalty, excise tax, fee, disqualification or other similar result imposed under ERISA or the Code or other Applicable Law. No basis exists on which any employee of Seller would reasonably be expected to become Federated’s advisory Subsidiaries’ investment management functions becoming subject to disqualification under from serving in any capacity described in Section 411(a) of ERISA from holding the positions described under by virtue of Section 411(a)(1)-(3) 411 of ERISA.

No Convictions, Sanctions or Other Violations. Seller is not ineligible (awhether by virtue of its own conduct, acts or omissions or by virtue of the conduct, acts or omissions of its Affiliated Persons) None under Section 9(a) or 9(b) of the 1940 Act to serve as an investment adviser (or in any other capacity contemplated by the 0000 Xxx) to a registered investment company. Neither Seller nor, to Seller’s Knowledge, any Principal or any other Person “associatedperson associated with an investment adviser” (as defined under in the Advisers Act) with respect to Seller is ineligible pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, or pursuant to Rule 206(4)-3 under the Advisers Act to serve as a solicitor, and has not been the subject of any legal or disciplinary event that must be disclosed to Clients pursuant to Rule 206(4)-4 promulgated under the Advisers Act. Seller is not precluded from acting as a fiduciary by operation of Section 411 of ERISA and Seller has no Knowledge of any basis for Seller or any of its directors, officers, or employees who are involved in Seller’s investment management function becoming subject to disqualification from serving in any capacity described in Section 411(a) of ERISA by virtue of Section 411 of ERISA. Neither Seller nor, nor to Seller’s Knowledge, any manager“person associated with an investment adviser” with respect to Seller as contemplated above is otherwise ineligible under any other Applicable Law from providing investment management or advisory services (or any other services provided by Seller) with respect to any Product or the Business. There is no judicial or administrative action, officer suit, proceeding, investigation or other Litigation, pending or, to Seller’s Knowledge, employee of Seller: (i) has been convicted of (A) any felony, (B) any misdemeanor related to theft, fraud or misrepresentation, or (C) any crime related to the securities or commodities industry; or is subject to any disqualification or censure threatened that would (1) be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act, (2) otherwise limit the performance of any duties by the Person holding the registration or license on behalf of Seller or the Business or (3) limit the ability of Seller to conduct its business, (ii) has engaged in any conduct that would be required to be described in Item 11 of Form ADV, Part 1A, Item 9 of Form ADV Part 2A or Item 3 of Item ADV Part 2B, or in the Disciplinary Information section of Form 7-R or Form 8-R, (iii) is subject to a “bad actor” disqualification, as described in Rule 506(d) of Regulation D under the 1933 Act or (iv) a crime described in Section 411 of ERISA or Part I(g) of Department of Labor Prohibited Transaction Exemption 84-14, as amended. (b) None of Seller, any Principal or any Affiliate thereof has, with respect to any Client of the Business that is an “employee benefit plan” as defined in Section 3(3) of ERISA or a “plan” as defined in Section 4975(e)(1) of the Code, (i) engaged in a “prohibited transaction” (as defined under ERISA or the Code) for which no exemption exists under ERISA, the Code or other Applicable Law or (ii) incurred a penalty, excise tax, fee, disqualification or other similar result imposed under ERISA or the Code or other Applicable Law. No basis exists on which any employee of Seller would could reasonably be expected to become subject result in Seller or, to disqualification under Section 411(aSeller’s Knowledge, any Affiliated Person of Seller (or any “person associated with an investment adviser” with respect to Seller as contemplated above) becoming ineligible to serve in such positions or capacity or requiring disclosure to Clients of ERISA from holding the positions described under Section 411(a)(1)-(3) of ERISASeller.