Common use of MARSICO Clause in Contracts

MARSICO. Marsico represents and wxxxxxxx tx XXXX that (i) the retention of Marsico by IMCO as contemplated xx xxxx Agreement is authorized by Marsico's governing documents; (xx) xxx execution, delivery and performance of this Agreement does not violate any obligation by which Marsico or its property is bound, xxxxxer arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Marsico and when executed and delxxxxxx by Marsico will be a legal, valid axx xxxxing obligation of Marsico, enforceable against Marxxxx xx accordance with its texxx, xubject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Marsico is registered as an invesxxxxx adviser under the Advisers Act; (v) Marsico has adopted a written codx xx xxhics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and Marsico and certain of its emploxxxx, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and shall cause its employees, officers, partners and directors to furnish to IMCO information that IMCO reasonably requests concerning such code of ethics; (vi) Marsico is not prohibited by txx 0000 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Marsico will promptly notify IMXX xx xhe occurrence of any event that would disqualify Marsico from serving as investmexx xxxager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Marsico has provided IMCO with x xxxx of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Marsico will notify IMCO of any "xxxxxxment" (as defined in the 1940 Act) of this Agreement or chxxxx xx control of Marsico, as applicable, and any xxxxxxx in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Marsico, in each case prior to ox xxxxxtly after, such change; and (x) Marsico has adequate disaster xxxxxxry and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

MARSICO. Marsico represents and wxxxxxxx tx XXXX warrants to IMCO that (i) the retention of Marsico by IMCO as contemplated xx xxxx by this Agreement is authorized by Marsico's Xxxxxxx'x governing documents; (xxii) xxx the execution, delivery and performance of this Agreement does not violate any obligation by which Marsico or its property is bound, xxxxxer whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Marsico and when executed and delxxxxxx delivered by Marsico will be a legal, valid axx xxxxing and binding obligation of Marsico, enforceable against Marxxxx xx Marsico in accordance with its texxxterms, xubjectsubject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Marsico is registered as an invesxxxxx investment adviser under the Advisers Act; (v) Marsico has adopted a written codx xx xxhics code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and Marsico and certain of its emploxxxxemployees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and shall cause its employees, officers, partners and directors to furnish to IMCO information that IMCO reasonably requests concerning such code of ethics; (vi) Marsico is not prohibited by txx 0000 the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Marsico will promptly notify IMXX xx xhe IMCO of the occurrence of any event that would disqualify Marsico from serving as investmexx xxxager investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Marsico has provided IMCO with x xxxx a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Marsico will notify IMCO of any "xxxxxxmentassignment" (as defined in the 1940 Act) of this Agreement or chxxxx xx change of control of Marsico, as applicable, and any xxxxxxx changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Marsico, in each case prior to ox xxxxxtly or promptly after, such change; and (x) Marsico has adequate disaster xxxxxxry recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

MARSICO. Marsico represents and wxxxxxxx tx XXXX warrants to IMCO that (i) the retention of Marsico by IMCO as contemplated xx xxxx by this Agreement is authorized by Marsico's governing documents; (xxix) xxx executionxxecution, delivery and performance of this Agreement does not violate any obligation by which Marsico or its property is bound, xxxxxer whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Marsico and when executed and delxxxxxx delivered by Marsico will be a legal, valid axx xxxxing and binding obligation of Marsico, enforceable against Marxxxx xx Marsico in accordance with its texxxterms, xubjectsubject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Marsico is registered as an invesxxxxx investment adviser under the Advisers Act; (v) Marsico has adopted a written codx xx xxhics code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and Marsico and certain of its emploxxxxemployees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and shall cause its employees, officers, partners and directors to furnish to IMCO information that IMCO reasonably requests concerning such code of ethics; (vi) Marsico is not prohibited by txx 0000 the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Marsico will promptly notify IMXX xx xhe IMCO of the occurrence of any event that would disqualify Marsico from serving as investmexx xxxager investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Marsico has provided IMCO with x xxxx a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Marsico will notify IMCO of any "xxxxxxmentassignment" (as defined in the 1940 Act) of this Agreement or chxxxx chaxxx xx control xontrol of Marsico, as applicable, and any xxxxxxx changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Marsico, in each case prior to ox xxxxxtly or promptly after, such change; and (x) Marsico 6 933121 has adequate disaster xxxxxxry recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

MARSICO. Marsico represents and wxxxxxxx tx XXXX warrants to IMCO that (i) the retention of Marsico by IMCO as contemplated xx xxxx by this Agreement is authorized by Marsico's governing documents; (xxix) xxx executionxxecution, delivery and performance of this Agreement does not violate any obligation by which Marsico or its property is bound, xxxxxer whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Marsico and when executed and delxxxxxx delivered by Marsico will be a legal, valid axx xxxxing and binding obligation of Marsico, enforceable against Marxxxx xx Marsico in accordance with its texxxterms, xubjectsubject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Marsico is registered as an invesxxxxx investment adviser under the Advisers Act; (v) Marsico has adopted a written codx xx xxhics code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and that Marsico and certain of its emploxxxxemployees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and shall cause its employees, officers, partners and directors to furnish to IMCO information that IMCO reasonably requests concerning such code of ethics; (vi) Marsico is not prohibited by txx 0000 the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Marsico will promptly notify IMXX xx xhe IMCO of the occurrence of any event that would disqualify Marsico from serving as investmexx xxxager investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Marsico has provided IMCO with x xxxx a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Marsico will notify IMCO of any "xxxxxxmentassignment" (as defined in the 1940 Act) of this Agreement or chxxxx chaxxx xx control xontrol of Marsico, as applicable, and any xxxxxxx changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Marsico, in each case prior to ox xxxxxtly or promptly after, such change; and (x) Marsico has adequate disaster xxxxxxry recovery and 6 933154 interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

MARSICO. Marsico represents and wxxxxxxx tx XXXX warrants to IMCO that (i) the retention of Marsico by IMCO as contemplated xx xxxx by this Agreement is authorized by Marsico's governing documents; (xxii) xxx executionxxxcution, delivery and performance of this Agreement does not violate any obligation by which Marsico or its property is bound, xxxxxer whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Marsico and when executed and delxxxxxx delivered by Marsico will be a legal, valid axx xxxxing and binding obligation of Marsico, enforceable against Marxxxx xx Marsico in accordance with its texxxterms, xubjectsubject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Marsico is registered as an invesxxxxx investment adviser under the Advisers Act; (v) Marsico has adopted a written codx xx xxhics code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and that Marsico and certain of its emploxxxxemployees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and shall cause its employees, officers, partners and directors to furnish to IMCO information that IMCO reasonably requests concerning such code of ethics; (vi) Marsico is not prohibited by txx 0000 the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Marsico will promptly notify IMXX xx xhe IMCO of the occurrence of any event that would disqualify Marsico from serving as investmexx xxxager investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Marsico has provided IMCO with x xxxx a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Marsico will notify IMCO of any "xxxxxxmentassignment" (as defined in the 1940 Act) of this Agreement or chxxxx chaxxx xx control xontrol of Marsico, as applicable, and any xxxxxxx changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Marsico, in each case prior to ox xxxxxtly or promptly after, such change; and (x) Marsico has adequate disaster xxxxxxry recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

MARSICO. Marsico represents and wxxxxxxx tx XXXX warrants to IMCO that (i) the retention of Marsico by IMCO as contemplated xx xxxx by this Agreement is authorized by Marsico's Xxxxxxx'x governing documents; (xxii) xxx the execution, delivery and performance of this Agreement does not violate any obligation by which Marsico or its property is bound, xxxxxer whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Marsico and when executed and delxxxxxx delivered by Marsico will be a legal, valid axx xxxxing and binding obligation of Marsico, enforceable against Marxxxx xx Marsico in accordance with its texxxterms, xubjectsubject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Marsico is registered as an invesxxxxx investment adviser under the Advisers Act; (v) Marsico has adopted a written codx xx xxhics code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and that Marsico and certain of its emploxxxxemployees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and shall cause its employees, officers, partners and directors to furnish to IMCO information that IMCO reasonably requests concerning such code of ethics; (vi) Marsico is not prohibited by txx 0000 the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Marsico will promptly notify IMXX xx xhe IMCO of the occurrence of any event that would disqualify Marsico from serving as investmexx xxxager investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Marsico has provided IMCO with x xxxx a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Marsico will notify IMCO of any "xxxxxxmentassignment" (as defined in the 1940 Act) of this Agreement or chxxxx xx change of control of Marsico, as applicable, and any xxxxxxx changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Marsico, in each case prior to ox xxxxxtly or promptly after, such change; and (x) Marsico has adequate disaster xxxxxxry recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

MARSICO. Marsico represents and wxxxxxxx tx XXXX xxxxxnts xx XXCO that (i) the retention of Marsico by IMCO as contemplated xx bx xxxx Agreement is authorized by Marsico's governing documents; (xxix) xxx executionxxecution, delivery and performance of this Agreement does not violate any obligation by which Marsico or its property is bound, xxxxxer xxxxxxx arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Marsico and when executed and delxxxxxx by delixxxxx xy Marsico will be a legal, valid axx xxxxing anx xxxxxng obligation of Marsico, enforceable against Marxxxx Marsxxx xx accordance with its texxxterxx, xubjectxxbject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Marsico is registered as an invesxxxxx adviser investxxxx xdviser under the Advisers Act; (v) Marsico has adopted a written codx code xx xxhics xxxics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and that Marsico and certain of its emploxxxxemplxxxxx, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and shall cause its employees, officers, partners and directors to furnish to IMCO information that IMCO reasonably requests concerning such code of ethics; (vi) Marsico is not prohibited by txx 0000 Actthe 1000 Xxx, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Marsico will promptly notify IMXX IMCO xx xhe xxx occurrence of any event that would disqualify Marsico from serving as investmexx xxxager investment xxxxxxr of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Marsico has provided IMCO with x xxxx of a cxxx xx its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Marsico will notify IMCO of any "xxxxxxmentaxxxxxxxnt" (as defined in the 1940 Act) of this Agreement or chxxxx chaxxx xx control xontrol of Marsico, as applicable, and any xxxxxxx cxxxxxx in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Marsico, in each case prior to ox xxxxxtly or xxxxxxly after, such change; and (x) Marsico has adequate disaster xxxxxxry and recoxxxx xxd interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

MARSICO. Marsico represents and wxxxxxxx tx XXXX that (i) the retention of Marsico by IMCO as contemplated xx xxxx Agreement is authorized by Marsico's governing documents; (xx) xxx execution, delivery and performance of this Agreement does not violate any obligation by which Marsico or its property is bound, xxxxxer arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Marsico and when executed and delxxxxxx by Marsico will be a legal, valid axx xxxxing obligation of Marsico, enforceable against Marxxxx xx accordance with its texxx, xubject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Marsico is registered as an invesxxxxx adviser under the Advisers Act; (v) Marsico has adopted a written codx xx xxhics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and Marsico and certain of its emploxxxx, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and shall cause its employees, officers, partners and directors to furnish to IMCO information that IMCO reasonably requests concerning such code of ethics; (vi) Marsico is not prohibited by txx 0000 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Marsico will promptly notify IMXX xx xhe occurrence of any event that would disqualify Marsico from serving as investmexx xxxager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Marsico has 6 933121 provided IMCO with x xxxx a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Marsico will notify IMCO of any "xxxxxxment" (as defined in the 1940 Act) of this Agreement or chxxxx xx control of Marsico, as applicable, and any xxxxxxx anx xxxxges in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Marsico, in each case prior to ox xxxxxtly or xxxxxxly after, such change; and (x) Marsico has adequate disaster xxxxxxry and recxxxxx xnd interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.