Common use of Representations of the Subadviser Clause in Contracts

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 acceptable to the Adviser, attesting to such written policies and procedures. (d) The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers 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 may include (i) certifying to the Adviser that the Subadviser has adopted procedures reasonably necessary to prevent and its access persons from violating have complied with the Subadviser’s code of ethicsethics with respect to the Portfolio, and (ii) identifying any material violations which have occurred with respect to the code of ethicsPortfolio. 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. The Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser. (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 Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. (d) The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers Act. (e) The Subadviser has adopted, maintains and implements written policies and procedures with regard to the protection of customer records and information, as required by Regulation S-P.

Representations of the Subadviser. (a.) The Subadviser represents, warrantswarrants 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 ofthe 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 tMs 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 mere 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 ofthe services that MFC US may provide. (b.) MFC US represents, warrants and agrees as followson a continuing basis the following: (a) The Subadviser: (i) 1. it is duly registered as an investment adviser under the Investment 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) 1940, 2. it has the authority to enter into and perform the services contemplated by this Agreement; , 3. it is duly authorized and (v) will promptly notify empowered to perform its duties and obligations hereunder and that the Adviser terms of the occurrence this Agreement do not constitute a breach of any event that would disqualify obligations by which the Subadviser from serving as an investment adviser MFC US is bound whether arising by contract, operation of an investment company pursuant to Section 9(a) of the 1940 Act law 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 acceptable to the Adviser, attesting to such written policies and procedures. (d) The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers 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 may include (i) certifying to the Adviser that the Subadviser has adopted procedures reasonably necessary to prevent and its access persons from violating have complied with the Subadviser’s code of ethicsethics with respect to the Portfolio, and (ii) identifying any material violations which have occurred with respect to the code of ethicsPortfolio. 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. The Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser. (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 Adviser shall be responsible for any travel costs it incurs in connection with on-site inspections of the Subadviser. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. (d) The Subadviser has adopted written proxy voting procedures that shall comply with the requirements of the 1940 Act and the Advisers Act.

Representations of the Subadviser. 3.1. The Subadviser represents, warrantshas all requisite power and authority to enter into and perform its obligations under this Agreement, and agrees as follows:has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. (a) 3.2. The Subadviser: (i) Subadviser is registered as an investment adviser under the Advisers Act and has provided its current Form ADV, including the firm brochure and applicable brochure supplements to the Manager. None of the Subadviser, its affiliates, or any officer, Subadviser, partner or employee of the Subadviser or its affiliates is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Subadviser from acting as an investment adviser to an investment company under the 1940 Act. The Subadviser will continue promptly notify the Subadviser upon the Subadviser’s discovery of an occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to be so registered for so long as this Agreement remains in effect; (iiSection 9(a) is not prohibited by of the 1940 Act or otherwise. The Subadviser agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act from performing of 1934, as amended (the services contemplated by this Agreement; (iii) has met“1934 Act”), the Commodity Exchange Act and will continue to meet for so long the rules and regulations thereunder, as this Agreement remains in effectapplicable, any as well all other applicable federal or and state laws, rules, regulations and case law, and any exchange listing requirements, or that relate to the applicable requirements Subadviser’s services described hereunder and to the conduct of its business as a registered investment adviser and to maintain all licenses and registrations necessary to perform its duties hereunder in good order. The Subadviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. 3.3. The Subadviser maintains errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Manager and the Trust (i) of any regulatory material changes in its insurance policies or industry self-regulatory organizationinsurance coverage or (ii) if any material claims will be made on its insurance policies. Furthermore, necessary the Subadviser shall upon reasonable request provide the Manager and the Trust with any information they may reasonably require concerning the amount of or scope of such insurance. 3.4. None of the Subadviser, its affiliates, or any officer, director, manager, partner or employee of the Subadviser or its affiliates is subject to be met any event set forth in order Section 9 of the 1940 Act that would disqualify the Subadviser from acting as an investment adviser to perform an investment company under the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) 1940 Act. The Subadviser will promptly immediately notify the Adviser Manager and the Trust upon the Subadviser’s discovery 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 ethics3.5. 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 officers, and agents. Upon reasonable notice to and reasonable request, the Subadviser shall provide the Adviser Manager and the Trust with access to the records relating to such policies and procedures as they relate to the PortfolioFunds. The Subadviser will also provide, at the reasonable request of the AdviserManager or the Trust, periodic certifications, in a form reasonably acceptable to the AdviserManager or the Trust, attesting to such written policies and procedures. (d) . The Subadviser has adopted written proxy voting shall implement and maintain a business continuity plan and policies and procedures that shall comply with reasonably designed to prevent, detect and respond to cybersecurity threats and to implement such internal controls and other safeguards as the requirements of the 1940 Act Subadviser reasonably believes are necessary to protect each Fund’s confidential information (as defined below) and the Advisers Actnonpublic personal information of Fund shareholders. The Subadviser shall promptly notify the Manager and the Trust of any material violations or breaches of such policies and procedures.