Common use of DRESDNER Clause in Contracts

DRESDNER. Dresdner represents and warrants to IMCO that (i) the retention of Dresdner by IMCO as contemplated by this Agreement is authorized by Dresdner's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Dresdner or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Dresdner and when executed and delivered by Dresdner will be a legal, valid and binding obligation of Dresdner, enforceable against Dresdner in accordance with its terms, subject, 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) Dresdner is registered as an investment adviser under the Advisers Act; (v) Dresdner has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Dresdner and certain of its employees, 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 all reports and information required to be provided under such code of ethics with respect to such persons; (vi) Dresdner is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Dresdner will promptly notify IMCO of the occurrence of any event that would disqualify Dresdner from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Dresdner has provided IMCO with a copy of its current Form ADV-Part II, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Dresdner will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or chaxxx xx xontrol of Dresdner, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Dresdner, in each case prior to or promptly after, such change; and (x) Dresdner has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

DRESDNER. Dresdner represents and warrants to IMCO that (i) the retention of Dresdner by IMCO as contemplated by this Agreement is authorized by Dresdner's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Dresdner or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Dresdner and when executed and delivered by Dresdner will be a legal, valid and binding obligation of Dresdner, enforceable against Dresdner in accordance with its terms, subject, 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) Dresdner is registered as an investment adviser under the Advisers Act; (v) Dresdner has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Dresdner and certain of its employees, 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 all reports and information required to be provided under such code of ethics with respect to such persons; (vi) Dresdner is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Dresdner will promptly notify IMCO of the occurrence of any event that would disqualify Dresdner from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Dresdner has provided IMCO with a copy of its current Form ADV-Part II, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Dresdner will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or chaxxx xx xontrol change of control of Dresdner, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Dresdner, in each case prior to or promptly after, such change; and (x) Dresdner has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

DRESDNER. Dresdner represents and warrants to IMCO that (i) the retention of Dresdner by IMCO as contemplated by this Agreement is authorized by Dresdner's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Dresdner or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Dresdner and when executed and delivered by Dresdner will be a legal, valid and binding obligation of Dresdner, enforceable against Dresdner in accordance with its terms, subject, 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) Dresdner is registered as an investment adviser under the Advisers Act; (v) Dresdner has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Dresdner and certain of its employees, 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 all reports and information required to be provided under such code of ethics with respect to such persons; (vi) Dresdner is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from 874731 v1 5 performing the services contemplated by this Agreement; (vii) Dresdner will promptly notify IMCO of the occurrence of any event that would disqualify Dresdner from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Dresdner has provided IMCO with a copy of its current Form ADV-Part II, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Dresdner will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or chaxxx chanxx xx xontrol xxntrol of Dresdner, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Dresdner, in each case prior to or promptly after, such change; and (x) Dresdner has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.

DRESDNER. Dresdner represents and warrants to IMCO that (i) the retention of Dresdner by IMCO as contemplated by this Agreement is authorized by Dresdner's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Dresdner or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Dresdner and when executed and delivered by Dresdner will be a legal, valid and binding obligation of Dresdner, enforceable against Dresdner in accordance with its terms, subject, 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) Dresdner is registered as an investment adviser under the Advisers Act; (v) Dresdner has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Dresdner and certain of its employees, 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 all reports and information 5 933044 required to be provided under such code of ethics with respect to such persons; (vi) Dresdner is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Dresdner will promptly notify IMCO of the occurrence of any event that would disqualify Dresdner from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Dresdner has provided IMCO with a copy of its current Form ADV-Part II, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Dresdner will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or chaxxx xx xontrol of Dresdner, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Dresdner, in each case prior to or promptly after, such change; and (x) Dresdner has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.