Adviser Representations. The Adviser represents and warrants to Sub-Adviser that: (i) the Adviser have full power and authority to appoint Sub-Adviser to manage the Fund in accordance with the terms of this Agreement, (ii) this Agreement is valid and has been duly authorized, does not violate any obligation by which the Adviser is bound, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and general principles of equity (and the Adviser agrees to provide Sub-Adviser with evidence of such authority as may be reasonably requested by Sub-Adviser).
Adviser Representations. The Adviser represents that: (i) it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”); (ii) it is duly authorized and empowered to enter into and perform its obligations under this Agreement; (iii) the execution and delivery of this Agreement does not constitute a breach of or default under (A) any provision of applicable law, rule or regulation, (B) the Adviser’s governing documents, or (C) any agreement, judgment, injunction, order, decree, contract or other instrument binding upon the Adviser; (iv) it has adopted a written code of ethics complying with the requirements under Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Investment Advisers Act and has provided the Sub-Adviser with a copy of that code; and (iv) this Agreement is a legally valid and binding obligation of the Adviser enforceable in accordance with its terms. The Adviser will notify the Sub-Adviser immediately if any of these representations ceases to be accurate.
Adviser Representations. Adviser represents to Client that it is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended and that, in connection with Adviser’s performance of the Fiduciary Services described in Exhibit A attached hereto, Adviser is acting as a fiduciary for the Plan under Section 3(21) of ERISA for the sole purpose of providing non-discretionary investment advice.
Adviser Representations. 1. Adviser represents that it is registered as an investment adviser with the appropriate governmental authorities or is exempt from such registration requirements.
Adviser Representations. The Adviser represents and warrants to the Sub-Adviser that: (i) the Adviser has been given full power and authority by the Board of Directors of the Fund (the “Board”) to appoint the Sub-Adviser to deal with the Account in accordance with the terms of this Agreement, including, without limitation, the Investment Guidelines; (ii) this Agreement is valid and has been duly authorized, does not violate, and includes applicable requirements of, any law, rule, or obligation to which the Adviser or the Account is subject, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and Adviser agrees to provide the Sub-Adviser with evidence of such authority as may be reasonably requested by the Sub-Adviser); (iii) when the Fund is eligible, the Adviser will execute and deliver to the Sub-Adviser a Qualified Institutional Buyer Certification (Annex A), and the Adviser will immediately advise the Sub-Adviser in writing of any change in status affecting such certification; (iv) the Adviser acknowledges that it has received, before or at the time of entering into this Agreement, a copy of the Sub-Adviser’s brochure required by Part 2 of Form ADV; and (v) the Adviser shall, as reasonably requested by the Sub-Adviser, furnish to the Sub-Adviser certified copies of appointments or designations setting forth the titles and authorities of the individuals who are authorized to act on behalf of the Adviser with respect to the Account and this Agreement, as set forth on the list to be provided by the Adviser, and the Sub-Adviser shall be entitled to rely upon such information (including the list of names provided by the Adviser) until it receives written notice of a change in such appointments or designations.
Adviser Representations. (a) The Adviser represents and warrants that it is duly registered as an investment adviser with the Securities and Exchange Commission pursuant to the Advisers Act.
Adviser Representations. The Adviser represents and warrants to the Subadviser as follows:
Adviser Representations. Adviser represents, warrants and agrees (I) that it is registered as an investment adviser under the Investment Adviser Act of 1940, and that it will remain so registered and will comply with the requirements of said Act, and the rules and regulations thereunder, at all times while this Agreement remains in effect, (ii) that it will promptly notify JHLICO if the foregoing representation and agreement shall cease to be true (in any material respect) at any time during the term of this Agreement, (iii) that it will promptly notify JHLICO of any material change in the senior management or ownership of Adviser, or of any change in the identity of the personnel who manage the Subject Fund, (iv) that it has adopted a code of ethics complying with the requirements of Rule 17j-1 of the Securities and Exchange Commission (the "SEC") under the 1940 Act and has provided true and complete copies of such code to the Trust and to JHLICO, and has adopted procedures designed to prevent violations of such code, and (v) that it has furnished the Trust and JHLICO each with a copy of Adviser' Form ADV, as most recently filed with the SEC, and will promptly furnish copies of each future amendment thereto.
Adviser Representations. The Adviser represents and warrants to the Sub-Adviser that: (i) the Adviser has been given full power and authority by the Board to appoint the Sub-Adviser to manage the Account in accordance with the terms of this Agreement; (ii) this Agreement is valid and has been duly authorized, does not violate, and includes applicable requirements of, any law, rule, or obligation to which the Adviser or the Account is subject, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and Adviser agrees to provide the Sub-Adviser with evidence of such authority as may be reasonably requested by the Sub-Adviser); (iii) the Adviser acknowledges that it has received, before or at the time of entering into this Agreement, a copy of the Sub-Adviser’s brochure required by Part 2 of Form ADV; and (iv) the Adviser shall, as reasonably requested by the Sub-Adviser, furnish to the Sub-Adviser certified copies of appointments or designations setting forth the titles and authorities of the individuals who are authorized to act on behalf of the Adviser with respect to the Account and this Agreement, as set forth on the list to be provided by the Adviser, and the Sub-Adviser shall be entitled to rely upon such information (including the list of names provided by the Adviser) until it receives written notice of a change in such appointments or designations.
