Common use of Representations and Covenants of Subadviser-Delegatee Clause in Contracts

Representations and Covenants of Subadviser-Delegatee. Subadviser-Delegatee represents and covenants as follows: (a) It is duly formed, validly existing and in good standing under the laws of the State of [INSERT STATE] and has full power and authority to enter into and perform its obligations under this Agreement; (b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy; (c) It (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser, the Manager and the Fund; (v) 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 regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (vi) will promptly notify the Subadviser, the Manager and the Fund (1) of the occurrence of any event that would disqualify Subadviser-Delegatee from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the SEC or other governmental authority has: censured Subadviser-Delegatee; placed limitations upon the activities, functions or operations of Subadviser-Delegatee; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser-Delegatee respecting or relating to Subadviser-Delegatee that is not contained in the Fund’s prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser-Delegatee contained therein that becomes untrue in any material respect; (d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations, as well as such instructions as may from time to time be given to the Subadviser-Delegatee by the Subadviser, the Manager, the Fund or the Board; (e) It shall deliver to the Subadviser and the Manager: (i) a copy of its Form ADV, Parts2A and 2B (or similar disclosure document) and each update thereof; (ii) its Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof; and (iii) such other information (e.g., disclosures, policies, reports on violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser-Delegatee shall, except as otherwise agreed to by the Manager, certify to the Manager that there has been no material violation of Subadviser-Delegatee’s Code of Ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser-Delegatee has approved any material changes to its Code of Ethics, such revised Code of Ethics, together with an explanation of such amendments, shall be promptly (but in no event later than 60 days) provided to the Manager; (f) Its Form ADV and each investment performance composite and accompanying disclosures provided by it to the Manager or the Board shall include all material information that is required to be stated therein or necessary to make the statements therein not misleading; (g) It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 0000 Xxx) of it or the Subadviser, without the prior approval of the Manager; (h) It shall promptly notify the Manager and the Board of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser-Delegatee, or if there is otherwise an actual change in control or management of Subadviser-Delegatee; (i) It has adopted procedures reasonable necessary to prevent “access persons” (within the meaning of Rule 17j-1) from violating its Code of Ethics; (j) It will make available representatives to report in person to the Board (or a committee thereof) on investment results, regulatory compliance with respect to the Fund’s investments and other matters to the extent that the Manager or the Board (or a committee thereof) may reasonably request. It shall also provide such reports and other information relating to the investment management of the Fund to the Manager or the Board (or a committee thereof) in such form and at such intervals as such persons may reasonably request; (k) As reasonably requested by the Manager or the Board and in accordance with the scope of the obligations and responsibilities contained in this Agreement, it will cooperate with, and provide assistance to, Subadviser, Manager or the Trust as needed in order for Subadviser, Manager and the Trust to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the 1940 Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder; (l) With respect to any investment company managed by the Manager and/or distributed by Columbia Management Investment Distributors, Inc., (i) Subadviser-Delegatee will not consult with any other subadviser (other than the Subadviser or its affiliates) (each a “Non-affiliated Subadviser”) to that investment company (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any Non-affiliated Subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if it and any Non-affiliated Subadviser are providing investment advice to that investment company, the investment advice provided by it to that investment company will be limited to the assets for which it is responsible; (m) As requested by the Manager, Subadviser-Delegatee shall timely provide to the Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by the Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by the Manager, as it may be amended from time to time, and (b) as requested by the Manager, provide (i) additional certifications related to Subadviser-Delegatee’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by the Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser-Delegatee and Subadviser-Delegatee’s management of the Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser-Delegatee’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser-Delegatee’s compliance program, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iv) from time to time Subadviser-Delegatee shall provide such certifications to assist the Manager in fulfilling the Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or the Manager. In addition, Subadviser-Delegatee will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act; and (n) It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.

Representations and Covenants of Subadviser-Delegatee. Subadviser-Delegatee represents and covenants as follows: (a) It is duly formed, validly existing and in good standing under the laws of the State of [INSERT STATE] and has full power and authority to enter into and perform its obligations under this Agreement; (b) It has duly authorized, executed and delivered this Agreement and intends that it shall constitute a valid and binding agreement enforceable in accordance with its terms, except to the extent limited by the principles of equity and public policy; (c) It (i) is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser, the Manager and the Fund; (v) 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 regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (vi) will promptly notify the Subadviser, the Manager and the Fund (1) of the occurrence of any event that would disqualify Subadviser-Delegatee from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the SEC or other governmental authority has: censured Subadviser-Delegatee; placed limitations upon the activities, functions or operations of Subadviser-Delegatee; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser-Delegatee respecting or relating to Subadviser-Delegatee that is not contained in the Fund’s prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser-Delegatee contained therein that becomes untrue in any material respect; (d) Its entry into, and performance of any duties or actions under, this Agreement shall at all times be in accordance with all applicable laws and regulations, as well as such instructions as may from time to time be given to the Subadviser-Delegatee by the Subadviser, the Manager, the Fund or the Board; (e) It shall deliver to the Subadviser and the Manager: (i) a copy of its Form ADV, Parts2A and 2B (or similar disclosure document) and each update thereof; (ii) its Code of Ethics, including any code adopted under Rule 17j-1 of the 1940 Act, and each update thereof; and (iii) such other information (e.g., disclosures, policies, reports on violations of Code of Ethics or other materials) as reasonably requested by the Manager or the Board. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser-Delegatee shall, except as otherwise agreed to by the Manager, certify to the Manager that there has been no material violation of Subadviser-Delegatee’s Code of Ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser-Delegatee has approved any material changes to its Code of Ethics, such revised Code of Ethics, together with an explanation of such amendments, shall be promptly (but in no event later than 60 days) provided to the Manager; (f) Its Form ADV and each investment performance composite and accompanying disclosures provided by it to the Manager or the Board shall include all material information that is required to be stated therein or necessary to make the statements therein not misleading; (g) It shall not execute trades with broker-dealers who are “affiliated persons” (within the meaning of the 0000 Xxx) of it or the Subadviser, without the prior approval of the Manager; (h) It shall promptly notify the Manager and the Board of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser-Delegatee, or if there is otherwise an actual change in control or management of Subadviser-Delegatee; (i) It has adopted procedures reasonable necessary to prevent “access persons” (within the meaning of Rule 17j-1) from violating its Code of Ethics; (j) It will make available representatives to report in person to the Board (or a committee thereof) on investment results, regulatory compliance with respect to the Fund’s investments and other matters to the extent that the Manager or the Board (or a committee thereof) may reasonably request. It shall also provide such reports and other information relating to the investment management of the Fund to the Manager or the Board (or a committee thereof) in such form and at such intervals as such persons may reasonably request; (k) As reasonably requested by the Manager or the Board and in accordance with the scope of the obligations and responsibilities contained in this Agreement, it will cooperate with, and provide assistance to, Subadviser, Manager or the Trust as needed in order for Subadviser, Manager and the Trust to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the 1940 Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder; (l) With respect to any investment company managed by the Manager and/or distributed by Columbia Management Investment Distributors, Inc., (i) Subadviser-Delegatee will not consult with any other subadviser (other than the Subadviser or its affiliates) (each a “Non-affiliated Subadviser”) to that investment company (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any Non-affiliated Subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that investment company in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) if it and any Non-affiliated Subadviser are providing investment advice to that investment company, the investment advice provided by it to that investment company will be limited to the assets for which it is responsible; (m) As requested by the Manager, Subadviser-Delegatee shall timely provide to the Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by the Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by the Manager, as it may be amended from time to time, and (b) as requested by the Manager, provide (i) additional certifications related to Subadviser-Delegatee’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by the Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser-Delegatee and Subadviser-Delegatee’s management of the Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser-Delegatee’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser-Delegatee’s compliance program, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iv) from time to time Subadviser-Delegatee shall provide such certifications to assist the Manager in fulfilling the Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or the Manager. In addition, Subadviser-Delegatee will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act; and (n) It will promptly notify the Manager in writing in the event that any of the foregoing ceases to be true.