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

No Convictions, Sanctions or Other Violations. The Seller and, to the Seller’s Knowledge, each Identified Employee and named portfolio manager of a Fund (and, to the Seller’s Knowledge, any 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 capacity contemplated by the Investment Company Act) to a registered investment company. Neither the Seller nor, to the Seller’s Knowledge, any “person 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 to serve as a solicitor, and has not been the subject of any legal 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, each Identified Employee and named portfolio manager of a Fund, (and, to the Seller’s Knowledge, any 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 precluded from acting as a fiduciary by operation of Section 411 of ERISA and the Seller has no Knowledge of any basis for the Seller or any of its directors, officers, employees (including the Identified Employees), representatives and agents (or, to the Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account, or any of its directors, officers, employees, representatives and agents) becoming subject to disqualification from serving in any capacity described in Section 411(a) of ERISA by virtue of Section 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. The Seller and, to the Seller’s Knowledge, each Identified Employee and named portfolio manager of a Fund (and, to the Seller’s Knowledge, any 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 1940 Act to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act0000 Xxx) to a registered investment company. Neither the Seller nor, to the Seller’s Knowledge, any “person 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, ) with respect 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) Seller 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 to serve as a solicitor, and has not been the subject of any legal or disciplinary event that must be disclosed to Clients or the SEC pursuant to Rule 206(4)-4 promulgated under the Investment Advisers Act or other applicable LawAct. The Seller and, to Seller’s Knowledge, each Identified Employee and named portfolio manager of a Fund, (and, to the Seller’s Knowledge, any 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 precluded from acting as a fiduciary by operation of Section 411 of ERISA and the Seller has no Knowledge of any basis for the Seller or any of its directors, officers, or employees (including the Identified Employees), representatives and agents (or, to the who are involved in Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account, or any of its directors, officers, employees, representatives and agents) 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 the Seller nor, to Seller’s Knowledge, any “person associated with the an investment adviser” with respect to Seller 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) above is otherwise ineligible under any other applicable Applicable Law from providing investment management or advisory services (or any other services provided by Seller) with respect to any Fund, Advisory Account Product or the Business. There is no judicial or administrative action, suit, proceeding, investigation or other Legal Proceeding Litigation, 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 Affiliated Person of Seller (or any supervised period of such primary adviser or sub-advisor“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 the Seller (or, to the Seller’s Knowledge, any such primary adviser or sub-advisor) 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 (and, to the Seller’s Knowledge, any 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 PersonsAffiliates) under Section 9(a) or 9(b) of the Investment Company 1940 Act to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act0000 Xxx) to a registered investment company. Neither the Seller nor, to the Seller’s Knowledge, any “person 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 to serve as a solicitor, and has not been the subject of any legal or disciplinary event that must be disclosed to Clients or the SEC pursuant to Rule 206(4)-4 promulgated under the Investment Advisers Act or other applicable LawAct. The Seller and, to Seller’s Knowledge, each Identified Employee and named portfolio manager of a Fund, (and, to the Seller’s Knowledge, any 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 precluded from acting as a fiduciary by operation of Section 411 of ERISA and the Seller has no Knowledge of any basis for the Seller or any of its directors, officers, employees (including the Identified Employees), representatives and agents (or, to the Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account, or any of its directors, officers, employees, representatives and agents) agents becoming subject to disqualification from serving in any capacity described in Section 411(a) of ERISA by virtue of Section 411 of ERISA. Neither the Seller nor, to Seller’s Knowledge, nor 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) above is otherwise ineligible under any other applicable Applicable Law from providing services with respect to any Fund, Advisory Account Product or the Business. There is no judicial or administrative action, suit, proceeding, investigation or other Legal Proceeding Litigation 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 Affiliate of Seller (or any supervised period of such primary adviser or sub-advisor“person associated with an investment adviser” as contemplated above) 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. The Seller and, to the Seller’s Knowledge, each Identified Employee and named portfolio manager of a Fund (and, to the Seller’s Knowledge, any 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 None of the conduct, acts or omissions of Company and 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 capacity contemplated by the Investment Company Act) to a registered investment company. Neither the Seller Subsidiaries nor, to the Knowledge of Seller’s Knowledge, any “person 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 to serve as a solicitor, and has not been the subject of any legal or disciplinary event that must be disclosed to Clients or the SEC pursuant to Rule 206(4)-4 promulgated under the Investment Advisers Act or other applicable LawAct. The Seller and, to Seller’s Knowledge, each Identified Employee None of the Company and named portfolio manager of a Fund, (and, to the Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account, and any of such primary adviser’s or sub-advisor’s supervised persons) its Subsidiaries is not precluded from acting as a fiduciary by operation of Section 411 of ERISA and the Seller has no Knowledge of any basis for the Seller Company or any of its directors, officers, employees (including the Identified Employees), representatives and agents (or, to the Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account, Subsidiaries or any of its directors, officers, employees, representatives and agents) their respective Representatives becoming subject to disqualification from serving in any capacity described in Section 411(a) of ERISA by virtue of Section 411 of ERISA. Neither None of the Seller nor, to Seller’s Knowledge, Company and its Subsidiaries nor 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) above is otherwise ineligible under any other applicable Applicable Law from providing services with respect to any Fund, Advisory Account or the GIS Business. There is no judicial or administrative action, suit, proceeding, investigation or other Legal Proceeding pending or, to the Knowledge of Seller’s Knowledge, threatened threatened, that could reasonably be expected to result in the Seller Company or any Identified Employee or named portfolio manager of a Fund (its Subsidiaries or, to the Knowledge of Seller’s Knowledge, any primary adviser or sub-advisor to any Fund or Advisory Account Affiliate of the Company or any supervised period of such primary adviser its Subsidiaries (or sub-advisorany “person associated with an investment adviser” as contemplated above) becoming ineligible to serve in such positions or capacity or requiring disclosure to Clients of the Seller (GIS Business, or, to the Seller’s Knowledgeas applicable, any shareholders or interest holders of such primary adviser or sub-advisor) or the SECClients.