Representations of the Subadviser. The Subadviser represents, warrants, and agrees as follows:
A. The Subadviser: (i) is 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, the Advisers Act or other applicable law or regulation from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal, state or foreign law requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and a compliance program complying with the requirements of Rule 206(4)-7 under the Advisers Act, and if it has not already done so, will provide the Adviser and each Company with a copy of such code of ethics and its compliance policies and procedures, together with evidence of its adoption.
C. The Subadviser has provided the Adviser and each Company with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Adviser.
Representations of the Subadviser. The Subadviser represents, warrants, and agrees as follows:
Representations of the Subadviser. The Subadviser represents, warrants and agrees that:
(i) the Subadviser is a trust company established pursuant to the laws of Illinois;
(ii) the Subadviser is duly registered as an investment adviser under the Advisers Act;
(iii) the execution, delivery and performance of this Agreement are within the Subadviser's powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Subadviser;
(iv) no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this agreement constitutes a legal, valid and binding obligation enforceable against the Subadviser. The Subadviser agrees to notify the Investment Adviser promptly and in writing in the event that any of the above ceases to be correct while this Agreement is in effect.
Representations of the Subadviser. The Subadviser represents, warrants, and agrees that:
A. The Subadviser is a corporation duly organized, validly existing and in good standing under the laws of the state of Colorado.
B. The Subadviser is registered as an "Investment Adviser" under the Investment Advisers Act of 1940 ("Advisers Act") and under applicable state laws and is currently in compliance and shall at all times use its best efforts to ensure compliance with the requirements imposed upon the Subadviser by the Advisers Act and applicable state laws and has provided its current Form ADV to the Adviser.
C. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j under the 1940 Act, will provide the Trust with a copy of the code of ethics and evidence of its adoption, and will make such reports to the Trust as are required by Rule 17j-1 under the 1940 Act.
Representations of the Subadviser. The Subadviser represents, warrants, and agrees as follows:
(a) The Subadviser: (i) is 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 met, and will continue to 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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Corporation with a copy of such code of ethics. On at least an annual basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which include (i) certifying to the Adviser that the Subadviser has adopted procedures reasonably necessary to prevent its access persons from violating the Subadviser’s code of ethics, and (ii) identifying any material violations which have occurred with respect to the code of ethics. Upon reasonable notice from and the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees and its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1 and all other records relevant to the Subadviser’s code of ethics.
(c) The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable notice to and reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Portfolio. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably accepta...
Representations of the Subadviser. The Subadviser represents, warrants, and agrees that:
A. The Subadviser is a Corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania.
B. The Subadviser is registered as an "Investment Adviser" under the Investment Advisers Act of 1940 ("Advisers Act") and under applicable state laws and is currently in compliance and shall at all times use its best efforts to ensure compliance with the requirements imposed upon the Subadviser by the Advisers Act and applicable state laws and has provided its current Form ADV to the Adviser the receipt of which is hereby acknowledged.
C. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j under the 1940 Act, will provide the Trust with a copy of the code of ethics and evidence of its adoption, and will make such reports to the Trust as are required by Rule 17j-1 under the 1940 Act.
Representations of the Subadviser. The Subadviser represents and warrants to the Adviser and the Trust that:
(a) It is 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);
(b) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;
(c) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement;
(d) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Subadviser, threatened, against or affecting the Subadviser which would (if determined in a manner adverse to the Subadviser) reasonably be expected to have a material adverse effect on the Subadviser; and
(e) It will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
Representations of the Subadviser. The Subadviser represents, warrants and agrees that:
(i) the Subadviser is a national banking association;
(ii) the Subadviser is duly registered as an investment adviser under the Advisers Act;
(iii) the execution, delivery and performance of this Agreement are within the Subadviser's powers, have been and remain duly authorized by all necessary action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Subadviser;
(iv) no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this agreement constitutes a legal, valid and binding obligation enforceable against the Subadviser. The Subadviser agrees to notify the Investment Adviser promptly and in writing in the event that any of the above ceases to be correct while this Agreement is in effect.
Representations of the Subadviser. The Subadviser represents, warrants, and agrees that:
A. The Subadviser is registered as an "Investment Adviser" under the Investment Advisers Act of 1940 ("Advisers Act") and under applicable state laws, is currently in compliance and shall at all times comply with the requirements imposed upon the Adviser by the Advisers Act and applicable state laws.
B. The Subadviser has a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act, will provide the Trust with a copy of the code of ethics and evidence of its adoption, and will make such reports to the Trust as are required by Rule 17j-1 under the 1940 Act.
Representations of the Subadviser. (a.) The Subadviser represents, warrants and agrees on a continuing basis the following:-
1. it has the authority to enter into this Agreement, and that it has taken all steps necessary to appoint MFC US to perform the services envisaged in this Agreement;
2. it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which it is bound whether arising by contract, operation of law or otherwise;
3. as a condition of the provision of services by MFC US hereunder, it will produce to MFC US such documents as it may require as evidence of its authority to enter into this Agreement, and will forthwith advise MFC US of any variation of or supplements to such documents relevant to its authority to enter into this Agreement; and
4. it will notify MFC US promptly if there is any change to the investment policies of the Portfolio(s) and will provide such other relevant information as MFC US may from time to time reasonably require in order to fulfill its legal, regulatory and contractual obligations relating to fulfilling its obligations under this Agreement, such relevant information including, but not limited to, providing MFC US with historical performance (monthly return) for all of the managers that it wishes to include in MFC US’s analysis, its performance objective (benchmarks for each Portfolio, constraints, performance objective), and any views that it wishes to place on a benchmark or a manager’s future performance. The Subadviser acknowledges that a failure to provide such information may adversely affect the quality of the services that MFC US may provide.
(b.) MFC US represents, warrants and agrees on a continuing basis the following:
1. it is duly registered as an investment adviser under the Investment Advisers Act of 1940,
2. it has the authority to enter into this Agreement,
3. it is duly authorized and empowered to perform its duties and obligations hereunder and that the terms of this Agreement do not constitute a breach of any obligations by which the MFC US is bound whether arising by contract, operation of law or otherwise;
