Common use of Registered Investment Adviser Clause in Contracts

Registered Investment Adviser. The 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 and the Adviser’s investment advisory agreement with the Fund remain in effect, (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by the Adviser’s investment advisory agreement with the Fund, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures under Rule 206(4)-7 of the Advisers Act that it believes to be reasonably designed to (a) prevent violations of the Advisers Act from occurring, (b) detect violations that have occurred, and (c) correct promptly any violations that have occurred; (v) will provide notice promptly to the Sub-Adviser of material violations of such policies and procedures directly affecting the Fund or the Allocated Portion, as determined by the Adviser; (vi) to the best of its knowledge, 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 related to the services provided hereunder, and (vii) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the 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 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 and the Adviser’s investment advisory agreement with the Fund remain remains in effect, ; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by the Adviser’s investment advisory agreement with the Fund, 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 “Federal Securities Laws” (as such term is defined under Rule 38a-1 of the 1000 Xxx) and comply with Rule 206(4)-7 of the Advisers Act that it believes to be reasonably designed to (a) prevent violations of the Advisers Act from occurring, (b) detect violations that have occurredAct, and (c) will correct promptly any violations that have occurred; (v) it finds and will provide notice promptly to the Sub-Adviser SubAdviser of material violations of such any “Material Compliance Matter,” as defined in Rule 38a-1 under the 1940 Act, that it has found in connection with its written policies and procedures directly affecting that is related to the Fund or could reasonably be expected to adversely affect the Fund or the Allocated Portion, Adviser’s ability to act as determined by the Adviser; (viv) to the best of its knowledge, 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 related to the services provided hereunder, agency; and (viivi) will promptly notify the Sub-Adviser SubAdviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the 1940 Act.