Common use of Representations of Subadviser Clause in Contracts

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 10 contracts

Samples: Subadvisory Agreement (Columbia Funds Series Trust I), Subadvisory Agreement (Columbia Funds Series Trust I), Subadvisory Agreement (Columbia Funds Series Trust I)

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Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC, ") and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 8 contracts

Samples: Subadvisory Agreement (Axp Partners Series Inc), Subadvisory Agreement (Axp Partners International Series Inc), Subadvisory Agreement (Axp Partners Series Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under 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, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser agrees that neither it nor any of its affiliates will promptly notify Investment Manager of in any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for way refer directly or indirectly to its relationship with the Fund or the Chief Executive Officer of SubadviserManager, or if there is otherwise an actual change any of their respective affiliates in control offering, marketing, or management other promotional materials without the prior written consent of SubadviserManager, which consent shall not be unreasonably withheld.

Appears in 6 contracts

Samples: Subadvisory Agreement (Pax World Funds Series Trust I), Subadvisory Agreement (Pax World Funds Series Trust I), Subadvisory Agreement (Pax World Funds Series Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly immediately notify Investment Manager (1) and the Fund of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that regulatory authority. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s Prospectus's registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment has provided Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part IIII at least 48 hours prior to the execution of this Agreement, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, members or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual a change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager, which consent shall not be unreasonably withheld.

Appears in 6 contracts

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Fund of Funds Trust), Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager.

Appears in 6 contracts

Samples: Subadvisory Agreement (Riversource Managers Series, Inc.), Subadvisory Agreement (Riversource Strategy Series, Inc.), Subadvisory Agreement (RiverSource Variable Series Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon regulatory authority. Subadviser further agrees to notify Manager and the activities, functions or operations of Subadviser; 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) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual or expected change in control or management of Subadviser. For purposes of this section "control" shall have the same meaning as under the 1940 Act.

Appears in 6 contracts

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Variable Insurance Products Fund of Funds Trust)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) 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, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and and, if it has not already done so, will provide Investment Manager the Adviser and the Trust with a copy of the such code of ethics. Within 60 days 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 end Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved Assets and (ii) identifying any material changes violations which have occurred with respect to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerthe Subadviser Assets. (c) C. The Subadviser has provided Investment Manager the Adviser and the Trust with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment to Investment Manager (at least annually)the Adviser. The Adviser acknowledges receipt of the Subadviser's Form ADV more than 48 hours prior to the execution of this Agreement. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 5 contracts

Samples: Investment Sub Advisory Agreement (Jp Morgan Fleming Series Trust), Investment Sub Advisory Agreement (Jp Morgan Fleming Series Trust), Investment Sub Advisory Agreement (Jp Morgan Fleming Series Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 or contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 5 contracts

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II), Subadvisory Agreement (Columbia Funds Variable Series Trust II), Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) 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, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and and, if it has not already done so, will provide Investment Manager the Adviser and the Trust with a copy of the such code of ethics. Within 60 days 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 and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Subadviser Assets and (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the end of Adviser, the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify permit the Adviser, its employees or its agents to Investment Manager that there has been no material violation of 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 or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its 's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) C. 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 request, Subadviser shall provide the Advisor with access to the records relating to such policies and procedures as they relate to the Subadviser Assets. Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to Adviser, attesting to such written policies and procedures. D. The Subadviser has provided Investment Manager the Adviser and the Trust with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment to Investment Manager (at least annually)the Adviser. The Adviser acknowledges receipt of the Subadviser's Form ADV more than 48 hours prior to the execution of this Agreement. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 4 contracts

Samples: Investment Sub Advisory Agreement (Jp Morgan Fleming Series Trust), Investment Sub Advisory Agreement (Jp Morgan Fleming Series Trust), Investment Sub Advisory Agreement (Jp Morgan Fleming Series Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of Part II of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC, ") and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 4 contracts

Samples: Subadvisory Agreement (Axp Partners Series Inc), Subadvisory Agreement (Axp Partners International Series Inc), Subadvisory Agreement (Axp Partners International Series Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved shall permit AEFC, its employees, or its agents to examine any material changes report required to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided made pursuant to Investment ManagerRule 17j-1(c)(2). (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC, ") and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, membership of the Executive Committee or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 4 contracts

Samples: Subadvisory Agreement (Axp Discovery Fund Inc), Subadvisory Agreement (Axp Partners Series Inc), Subadvisory Agreement (Axp Partners International Series Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 4 contracts

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II), Subadvisory Agreement (Columbia Funds Variable Series Trust II), Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented 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 occurredand the 1940 Act, and will provide prompt notice of any material violations relating the rules thereunder, as they relate to the Fund services to Investment Managerbe provided by Subadviser pursuant to this Agreement; (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 agency, as such requirements relate to the services to be met in order provided by Subadviser pursuant to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Trust of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II2, which as of the date of this Agreement is its Form ADV Part II 2 as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 4 contracts

Samples: Investment Subadvisory Agreement (Manager Directed Portfolios), Investment Subadvisory Agreement (Manager Directed Portfolios), Subadvisory Agreement (Manager Directed Portfolios)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.censured

Appears in 3 contracts

Samples: Subadvisory Agreement (Columbia Funds Series Trust I), Subadvisory Agreement (Columbia Funds Series Trust I), Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon regulatory authority. Subadviser further agrees to notify Manager and the activities, functions or operations of Subadviser; 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) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual or expected change in control or management of Subadviser. For purposes of this section “control” shall have the same meaning as under the 1940 Act. (e) Unless required under applicable law, Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.

Appears in 3 contracts

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as ----------------------------- follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager.

Appears in 3 contracts

Samples: Subadvisory Agreement (Riversource International Managers Series, Inc.), Subadvisory Agreement (Riversource Variable Portfolio Managers Series, Inc.), Subadvisory Agreement (Riversource International Managers Series, Inc.)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly will, as soon as reasonably practicable, notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will will, as soon as reasonably practicable, furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholdermanaging member of Subadviser, in the key personnel who are either chief executive officer of Subadviser or the portfolio manager(s) responsible for that are identified in the Fund or Prospectus of the Chief Executive Officer of SubadviserFund, or if there is otherwise an actual change in control or management of SubadviserSubadviser (as determined in accordance with the 1940 Act).

Appears in 3 contracts

Samples: Subadvisory Agreement (Columbia Funds Variable Insurance Trust), Subadvisory Agreement (Columbia Funds Series Trust I), Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under 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, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser becomes aware that it is the Securities and Exchange Commission (subject of a material administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 regulatory authority. Subadviser further agrees to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) notify Manager promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s Prospectus's registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein concerning Subadviser that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all material amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any material changes in the controlling shareholder, its Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or of management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Manager under this Agreement, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.

Appears in 3 contracts

Samples: Subadvisory Agreement (Allianz Life of Ny Variable Account C), Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Life Variable Account B)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager; provided that Subadviser shall not be required to obtain Investment Manager’s prior written consent to make factual statements regarding the fact that it serves as subadviser to the Fund on a representative client list, in responding to requests for information, in required disclosures, or in responding to regulatory inquiries.

Appears in 3 contracts

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II), Subadvisory Agreement (Columbia Funds Series Trust II), Interim Subadvisory Agreement (Columbia Funds Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) to the extent consistent with applicable law, will promptly immediately notify Investment Manager (1) and the Fund of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that regulatory authority. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s Prospectus's registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, its Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager, which consent shall not be unreasonably withheld.

Appears in 2 contracts

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Life Variable Account B)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly immediately notify Investment Manager (1) and the Fund of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that regulatory authority. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s Prospectus's registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, its Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.

Appears in 2 contracts

Samples: Subadvisory Agreement (Allianz Life of Ny Variable Account C), Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 and, unless prohibited by applicable law, will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) unless prohibited by applicable law, and to the extent Subadviser has not previously notified Investment Manager, will promptly notify Investment Manager after Subadviser becomes aware (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event that the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having to the extent Subadviser is managing substantially all of the assets of the Fund and Subadviser is the only subadviser to the Fund, a reasonable basis for believing that the Fund has ceased to qualify or might is reasonably likely not to qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its a document intended to address the disclosures specified in Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC2A, and promptly will furnish a copy of all any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. (d) To the extent not prohibited under applicable law, Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Subadvisory Agreement (Columbia Funds Series Trust I), Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.Exchange

Appears in 2 contracts

Samples: Subadvisory Agreement (Columbia Funds Series Trust I), Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees on each day during the term of this Agreement as follows: (a) Subadviser 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 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 occurredmeets, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal federal, state or state foreign law requirements, or the applicable requirements of any regulatory or industry self-regulatory agency organization, necessary to be met in order to perform the services contemplated by this Agreement; (iii) has all necessary federal, state and foreign governmental, regulatory and commodity exchange licenses and approvals required to conduct its business as contemplated hereby; (iv) is and will continue to be operated in compliance in all material respects with all applicable laws, rules, and regulations; (v) has in effect all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described herein or required to perform its obligations hereunder (including, by way of example only but without limitation, to the extent required, registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor under the Commodity Exchange Act, as amended (the “CEA”) and membership with the National Futures Association (the “NFA”)), and the performance of such obligations will not materially violate or result in a material breach of any provision of the Subadviser’s certificate of formation or operating agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) 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, Act or otherwise; and (2viii) will manage the Subadviser Assets in a manner consistent with the event the Securities and Exchange Commission Subadviser’s code of ethics (the “SECCode of Ethics”) or other governmental authority has: censured Subadviser; placed limitations and its compliance policies and procedures. 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 Company with a summary of such code of ethics. On a quarterly basis upon written request of the activitiesAdviser, functions or operations the Subadviser will comply with the reporting requirements of Subadviser; or has commenced proceedings or an investigation that Rule 17j-1, which may result in any of these actions, include (3i) upon having a reasonable basis for believing certifying to the Adviser that the Fund has ceased Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to qualify or might not qualify as a regulated investment company under Subchapter M the Subadviser Assets and (ii) identifying any material violations of the Subadviser’s Code of Ethics which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees or its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1. C. The Subadviser has adopted and (4) implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of any material fact known the federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, the Subadviser shall provide the Adviser with access to Subadviser respecting or the records relating to such policies and procedures as they relate to the Subadviser that is not contained Assets. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form mutually agreed to by the Adviser and Subadviser, attesting to such written policies and procedures. In addition, on an annual basis, the Subadviser will provide the Adviser with a summary of their annual review of its policies and procedures as required by Rule 206(4)-7 of the Advisers Act. D. The Subadviser has provided the Adviser and the Company with a copy of its Form ADV Part 2 as most recently filed with the SEC and hereafter will provide a copy of its annual amendment to the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement. E. The written information provided by the Subadviser to the Adviser, the Company, the Fund and/or the Trust for use in (i) the Fund’s Prospectus, and is registration statement or proxy materials (the “Offering Materials”) and/or (ii) advertisements or sales literature or in communications with the Board, the Fund Board, governmental or self-regulatory authorities or reports filed with the SEC (only when considered together with the other information included in the Offering Materials) does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or of any statement relating to Subadviser contained therein that becomes untrue misleading in any material respect. (b) F. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Subadviser has adopted a written code is bound or any order, rule, statue or regulation applicable to the Subadviser of ethics complying with any court or any governmental body or administrative agency having jurisdiction over the requirements of Rule 17j-1 under Subadviser, including, without limitation the 1940 Act and will provide Investment Manager with or the Advisers Act. G. The Subadviser is not in default of any material obligation to which it is bound or agreement to which it is a copy party, nor is the Subadviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the code of ethics. Within 60 days Subadviser or are reasonably likely to have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Company under this Agreement. H. Other than as may have been disclosed in writing to the Adviser, there is not pending, or to the best of the end Subadviser’s knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which the Subadviser is a party, or to which any of the last calendar quarter assets of the Subadviser are subject, which would reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Adviser, the Subadviser has not received any notice of an investigation or warning letter from any regulatory organization, including, without limitation, the SEC, the NFA or the CFTC regarding material non-compliance by the Subadviser with any rule, regulation or statute, which notice or letter is reasonably expected to result in a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. I. This Agreement has been duly and validly authorized, executed and delivered by the Subadviser and constitutes a legal, valid and binding agreement of the Subadviser enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency laws and principals and doctrines of equity. J. The Subadviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each year that other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Subadviser’s ability to perform its obligations under this Agreement. The Subadviser has full power and authority to perform its obligations under this Agreement is and it has the requisite power and authority to own property, perform its obligations and conduct its business. K. Except as otherwise agreed by the Adviser, the Subadviser will manage the investments of the Subadviser Assets in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken accordance with the exemption provided in response to such violation. To the extent CFTC Rule 4.13(a)(3). L. The Subadviser has approved any material changes policies and procedures to its code of ethicsensure compliance with all applicable laws, rules and regulations, including without limitation, economic sanctions programs (“Sanctions”), such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as those administered or promulgated by the U.S. Department of the date Treasury’s Office of Foreign Assets Control, the European Union, and the United Nations Security Council; and neither the execution or delivery of this Agreement is by the Subadviser nor any action taken in its Form ADV Part II as most recently deemed performance of its obligations hereunder shall cause the Company or the Adviser to be filed with in violation of Sanctions; and neither the SECexecution or delivery of this Agreement by the Subadviser nor its performance of its obligations hereunder shall conflict with, violate, breach or constitute a default under any term or provision of its constituent or governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other document to which the Subadviser is a party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Subadviser or any of its assets. If at any time, any event shall occur which would make any of the foregoing representations and promptly will furnish a copy warranties of all amendments to Investment Manager (at least annually)the Subadviser no longer true and accurate in any material respect, the Subadviser shall notify the Adviser as soon as is reasonably practicable, except as prohibited by applicable law. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (Six Circles Trust), Investment Sub Advisory Agreement (Six Circles Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its a document intended to address the disclosures specified in Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC2A, and promptly will furnish a copy of all any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II), Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor 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 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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC, ") and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 2 contracts

Samples: Subadvisory Agreement (Axp Partners International Series Inc), Subadvisory Agreement (Axp Partners International Series Inc)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) 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, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and and, if it has not already done so, will provide Investment Manager the Adviser and the Trust with a copy of the such code of ethics. Within 60 days 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 upon request that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the Assets and (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the end of Adviser, the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify permit the Adviser, its employees or its agents to Investment Manager that there has been no material violation of 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 or, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its 's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) C. 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 request, Subadviser shall provide the Advisor with access to the records relating to such policies and procedures as they relate to the Assets. Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to Adviser, attesting to such written policies and procedures. D. The Subadviser has provided Investment Manager the Adviser and the Trust with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly hereafter will furnish upon request a copy of all amendments its annual amendment to Investment Manager (at least annually)the Adviser. The Adviser acknowledges receipt of the Subadviser's Form ADV more than 48 hours prior to the execution of this Agreement. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (JPMorgan Trust I), Investment Sub Advisory Agreement (JPMorgan Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC 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 senior management of Subadviser, or if there is otherwise an actual change in control or management of SubadviserSubadviser within the meaning of the 1940 Act. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Adviser except that the Subadviser may, while this Agreement is in effect, include in marketing materials the names of the Fund or Adviser as part of a list of representative clients without seeking the prior written consent of AEFC.

Appears in 2 contracts

Samples: Subadvisory Agreement (Axp Progressive Fund Inc), Subadvisory Agreement (Axp Partners Series Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental regulatory authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may is reasonably likely to result in any the occurrence of these actions, (3) upon having such a reasonable basis for believing that disqualifying event. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a an appropriate and duly authorized officer of Subadviser shall upon Manager's request certify to Investment Manager that, to the best of such authorized officer's knowledge, Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Allocated Portion or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual a change in control or management of Subadviser. For purposes of this section "control" shall have the same meaning as under the 1940 Act.

Appears in 2 contracts

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. The Subadviser represents represents, warrants and warrants agrees as follows: (a) A. The Subadviser is applying for registration as an investment adviser under the Advisers Act, and effective upon registration shall be in compliance therewith, and shall at all times continue to comply with the requirements imposed upon the Subadviser by applicable law and regulations. B. 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 Investment Company Act, the Advisers Act or other law, regulation or order 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 Investment Manager; (v) best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains is 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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (viiiv) will promptly notify Investment Manager (1) Adviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser subadviser of an investment company pursuant to Section 9(a) of the 1940 ActInvestment Company Act or otherwise. The Subadviser will also promptly notify the Adviser if it is served or otherwise receives notice of any action, (2) suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 affairs of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser Fund, provided, however, that is routine regulatory examinations shall not contained in the Fund’s Prospectus, and is be required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respectreported by this provision. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) C. The Subadviser has provided Investment Manager and agrees to provide the Adviser with a copy current copies of Part II of its Uniform Application for Investment Adviser Registration on Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually)annually and upon request. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Investbio Opportunity Trust), Investment Subadvisory Agreement (Investbio Opportunity Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC, ") and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholdergeneral partner or partners, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 2 contracts

Samples: Subadvisory Agreement (Axp Partners International Series Inc), Subadvisory Agreement (Axp Partners International Series Inc)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) 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, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and and, if it has not already done so, will provide Investment Manager the Adviser and the Trust with a copy of the such code of ethics. Within 60 days 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 and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets and (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the end of Adviser, the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify permit the Adviser, its employees or its agents to Investment Manager that there has been no material violation of 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 orethics. C. Subadviser has adopted and implemented written policies and procedures, if such a violation has occurredas required by Rule 206(4)-7 under the Advisers Act, that appropriate action was taken in response which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, Subadviser shall provide the Advisor with access to the records relating to such violationpolicies and procedures as they relate to the Subadviser Assets. To Subadviser will also provide, at the extent Subadviser has approved any material changes reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to its code of ethicsAdviser, attesting to such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerwritten policies and procedures. (c) D. The Subadviser has provided Investment Manager the Adviser and the Trust with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment to Investment Manager (at least annually)the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement (JPMorgan Trust I), Investment Subadvisory Agreement (JPMorgan Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) is operating under a temporary order from the Securities and Exchange Commission (the "SEC") under Section 9(c) from the provisions of Section 9(a) of the 1940 Act and will promptly immediately notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon regulatory authority. Subadviser further agrees to notify Manager and the activities, functions or operations of Subadviser; 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) Funds immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, its sole member or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager, which consent shall not be unreasonably withheld.

Appears in 2 contracts

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Life Variable Account B)

Representations of Subadviser. Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser A. 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 agency, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly immediately notify Investment Manager (1) Adviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. Subadviser has adopted a written code of ethics (the “Subadviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, has provided the Adviser and will provide Investment Manager the Trust with a copy of the code Subadviser Code, together with evidence of ethicsits adoption. Within 60 days The Subadviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Subadviser Code. On a quarterly basis, Subadviser will either: (i) certify to Adviser that Subadviser and its Access Persons have complied with Subadviser Code with respect to the Fund, or (ii) identify any material violations of the end Subadviser Code which have occurred with respect to the Fund. In addition, Subadviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Subadviser Code since the last report to the Board, including, but not limited to, information about material violations of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify Code with respect to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken the Fund and sanctions imposed in response to such violation. To the extent material violations and (b) certifies that the Subadviser has approved any material changes adopted procedures reasonably necessary to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerprevent Access Persons from violating the Subadviser Code. (c) C. Subadviser has provided Investment Manager Adviser and the Trust with a copy of its Form ADV as most recently filed with the SEC and, if not so filed, then its most recent Part II2 of Form ADV, which as of the date of this Agreement is and will, promptly after filing any amendment to its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to Investment Manager (at least annually)Adviser. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Thrivent Mutual Funds), Investment Subadvisory Agreement (Thrivent Mutual Funds)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly immediately notify Investment Manager (1) and the Fund of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental regulatory authority has: censured that materially affects Subadviser; placed limitations upon 's ability to perform the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that services contemplated by this Agreement. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s Prospectus's registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying designed to comply with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that that, in Subadviser's judgment, appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, more than 48 hours prior to the execution of this Agreement, and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, its Controlling Shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual change in control or management of Subadviser. For purposes of this section "control" shall have the same meaning as under the 1940 Act.

Appears in 2 contracts

Samples: Subadvisory Agreement (Allianz Life Variable Account B), Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly will, as soon as reasonably practicable, notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will will, as soon as reasonably practicable, furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholdermanaging member of Subadviser, in the key personnel who are either chief executive officer of Subadviser or the portfolio manager(s) responsible for that are identified in the Fund or Prospectus of the Chief Executive Officer of SubadviserFund, or if there is otherwise an actual change in control of Subadviser (as determined in accordance with the 1940 Act). (e) Subadviser shall promptly notify Investment Manager in writing if it becomes aware of any actual action, suit, investigation or management proceeding that may impair or adversely affect in any material respect the ability of Subadviserthe Subadviser or the Fund to conduct their business. In addition, Subadviser shall promptly notify Investment Manager of any investigation or institution of a proceeding by any regulatory or self-regulatory organization against the Fund and confirms that no such investigation or proceeding is in existence as of the date of this Agreement.

Appears in 2 contracts

Samples: Subadvisory Agreement (Columbia Funds Series Trust I), Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly immediately notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon regulatory authority. Subadviser further agrees to notify Manager and the activities, functions or operations of Subadviser; 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) Funds immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.

Appears in 2 contracts

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust), Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees, as of the date hereof, as follows: (a) Subadviser 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (viiiii) will promptly notify Investment Manager (1) the Sub-Subadviser 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 is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Subadviser’s ability to perform its obligations under this Agreement. The Subadviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business. C. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Subadviser is bound or any order, rule, statue or regulation applicable to the Subadviser of any court or any governmental body or administrative agency having jurisdiction over the Subadviser including, without limitation the 1940 Act or the Advisers Act. D. This Agreement has been duly and validly authorized, (2) executed and delivered by the Subadviser and constitutes a legal, valid and binding agreement of the Subadviser enforceable in the accordance with its terms. If at any time, any event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in shall occur which would make 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 foregoing representations and warranties of the Code Subadviser no longer true and (4) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue accurate in any material respect. (b) Subadviser has adopted a written code of ethics complying with , the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics ornotify the Sub-Subadviser as soon as is reasonably practicable, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerexcept as prohibited by applicable law. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Investment Sub Sub Advisory Agreement (Six Circles Trust), Investment Sub Sub Advisory Agreement (Six Circles Trust)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees on each day during the term of this Agreement as follows: (a) Subadviser 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 except in each case for matters that would not prohibited by reasonably be expected to have a material adverse effect on the 1940 Act or the Advisers Act from performing the services contemplated by Subadviser’s ability to comply with and perform its obligations under this Agreement; , (iiia) 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 occurredmeets, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement, (b) (1) has all necessary federal and state governmental, regulatory and commodity exchange licenses and approvals required to conduct its business as contemplated hereby, (2) is and will continue to be operated in compliance in all material respects with all applicable laws, rules, and regulations, and (3) has in effect all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described herein or required to perform its obligations hereunder (including, by way of example only but without limitation, to the extent required, registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor under the Commodity Exchange Act, as amended (the “CEA”) and membership with the National Futures Association (the “NFA”), and the performance of such obligations will not materially violate or result in a material breach of any provision of the Subadviser’s certificate of formation or operating agreement; (viiii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiiv) will promptly notify Investment Manager (1) 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, Act or otherwise; and (2v) will manage the Subadviser Assets in a manner consistent with the event the Securities and Exchange Commission Subadviser’s code of ethics (the “SECCode of Ethics”) or other governmental authority has: censured Subadviser; placed limitations and its compliance policies and procedures. 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 Trust with a copy of such code of ethics. On a quarterly basis upon written request of the activitiesAdviser, functions or operations the Subadviser will comply with the reporting requirements of Subadviser; or has commenced proceedings or an investigation that Rule 17j-1, which may result in any of these actions, include (3i) upon having a reasonable basis for believing certifying to the Adviser that the Fund has ceased Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to qualify or might not qualify as a regulated investment company under Subchapter M the Subadviser Assets and (ii) identifying any material violations of the Subadviser’s Code of Ethics which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees or its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1. C. The Subadviser has adopted and (4) implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of any material fact known the federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, the Subadviser shall provide the Adviser with access to Subadviser respecting or the records relating to such policies and procedures as they relate to the Subadviser that is not contained Assets. 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. In addition, on an annual basis, the Subadviser will provide the Adviser with a summary of their annual review of its policies and procedures as required by Rule 206(4)-7 of the Advisers Act. D. The Subadviser has provided the Adviser and the Trust with a copy of its Form ADV Part 2 as most recently filed with the SEC and hereafter will provide a copy of its annual amendment to the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement. E. The written information provided by the Subadviser to the Adviser, the Fund and/or the Trust for use in (i) the Fund’s Prospectus, and is registration statement or proxy materials (the “Offering Materials”) and/or (ii) advertisements or sales literature or in communications with the Board, governmental or self-regulatory authorities or reports filed with the SEC (only when considered together with the other information included in the Offering Materials) does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or of any statement relating to Subadviser contained therein that becomes untrue misleading in any material respect. (b) F. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Subadviser has adopted a written code is bound or any order, rule, statue or regulation applicable to the Subadviser of ethics complying with any court or any governmental body or administrative agency having jurisdiction over the requirements of Rule 17j-1 under Subadviser, including, without limitation the 1940 Act and will provide Investment Manager with or the Advisers Act. G. The Subadviser is not in default of any material obligation to which it is bound or agreement to which it is a copy party, nor is the Subadviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely effect the business or financial condition of the code of ethics. Within 60 days Subadviser or are reasonably likely to have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement. H. Other than as may have been disclosed in writing to the Adviser, there is not pending, or to the best of the end Subadviser’s knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which the Subadviser is a party, or to which any of the last calendar quarter assets of each year that this Agreement is in effectthe Subadviser are subject, which would reasonably be expected to have a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of adverse effect on the Subadviser’s code of ethics orability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Adviser, if such a violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved not received any material changes to its code notice of ethicsan investigation or warning letter from any regulatory organization, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part IIincluding, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with without limitation, the SEC, and promptly will furnish the NFA or the CFTC regarding material non-compliance by the Subadviser with any rule, regulation or statute, which notice or letter is reasonably expected to result in a copy of all amendments material adverse effect on the Subadviser’s ability to Investment Manager (at least annually)perform its obligations under this Agreement. (d) I. This Agreement has been duly and validly authorized, executed and delivered by the Subadviser will promptly and constitutes a legal, valid and binding agreement of the Subadviser enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency laws and principals and doctrines of equity. J. The Subadviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Subadviser’s ability to perform its obligations under this Agreement. The Subadviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business. If at any time, any event shall occur which would make any of the foregoing representations and warranties of the Subadviser no longer true and accurate in any material respect, the Subadviser shall notify Investment Manager of any changes in the controlling shareholderAdviser as soon as is reasonably practicable, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviserexcept as prohibited by applicable law.

Appears in 2 contracts

Samples: Investment Sub Advisory Agreement, Investment Sub Advisory Agreement (JPMorgan Trust III)

Representations of Subadviser. Subadviser represents represents, warrants, and warrants agrees as follows: (a) A. 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 agency, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly immediately notify Investment Manager (1) Adviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. Subadviser has adopted a written code of ethics (the "Subadviser Code") complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, has provided the Adviser and will provide Investment Manager the Fund with a copy of the code Subadviser Code, together with evidence of ethicsits adoption. Within 60 days The Subadviser certifies that it has adopted procedures reasonably necessary to prevent access persons as defined in Rule 17j-1 ("Access Persons") from violating the Subadviser Code. On a quarterly basis, Subadviser will either; (i) certify to Adviser that Subadviser and its Access Persons have complied with Subadviser Code with respect to the Portfolio, or (ii) identify any material violations of the end Subadviser Code which have occurred with respect to the Portfolio. In addition, Subadviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Subadviser Code since the last report to the Board, including, but not limited to, information about material violations of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify Code with respect to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken the Portfolio and sanctions imposed in response to such violation. To the extent material violations and (b) certifies that the Subadviser has approved any material changes adopted procedures reasonably necessary to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerprevent Access Persons from violating the Subadviser Code. (c) C. Subadviser has provided Investment Manager Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC and, if not so filed, the its most recent Part II2 of Form ADV, which as of the date of this Agreement is and will, promptly after filing any amendment to its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to Investment Manager (at least annually)Adviser. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 2 contracts

Samples: Investment Subadvisory Agreement (Lb Series Fund Inc/), Investment Subadvisory Agreement (Lb Series Fund Inc/)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC, ") and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund Asset or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC; except that Subadviser may refer to the Fund and/or to AEFC in its listings of clients and may include the Assets in its listing of assets under management.

Appears in 2 contracts

Samples: Subadvisory Agreement (Axp Partners Series Inc), Subadvisory Agreement (Axp Partners Series Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; , and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser’s code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC, ”) and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 copies of all current compliance policies and procedures to the Investment 8| Page Manager and the Fund CCO, prompt notice of any material violations relating to the Fund to Investment Manager, and provide any material updates, supplements or amendments to such compliance policies and procedures to the Investment Manager and the Fund CCO; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing if it believes 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 respecting or relating to Subadviser that is not contained in the Fund’s ProspectusRegistration Statement, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide provided Investment Manager and the Fund CCO with a copy of a document intended to address the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is disclosures specified in effect, a duly authorized officer of Subadviser shall certify to Form ADV Part 2A. Investment Manager that there has been no material violation of acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s code of ethics oronly clients are registered investment companies, if such Subadviser is not required to file a violation has occurredForm ADV, that appropriate action was taken in response to such violation. To Part 2A, with the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment ManagerSEC. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager (in advance, to the extent possible), of any expected changes in the Subadviser’s controlling shareholder, in the its key personnel who are either the portfolio manager(s) responsible for the Fund or as disclosed in the Chief Executive Officer of SubadviserRegistration Statement, or if there is otherwise an actual change in control or management of Subadviser. (d) The Subadviser acknowledges that, in compliance with the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Fund, the Subadviser agrees to use its commercially reasonable efforts to assist the Fund in complying with the Xxxxxxxx-Xxxxx Act. The Subadviser agrees to inform the Fund of any material development related to the Subadviser Account that the Subadviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act.

Appears in 1 contract

Samples: Subadvisory Agreement (Unified Series Trust)

Representations of Subadviser. Subadviser represents and warrants as ----------------------------- follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager; provided that Subadviser shall not be required to obtain Investement Manager's prior written consent to make factual statements regarding the fact that it serves as subadviser to the Fund in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

Appears in 1 contract

Samples: Subadvisory Agreement (Riversource Strategy Series, Inc.)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 provide, upon discovery, prompt notice of any material violations relating to the Fund to Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its a document intended to address the disclosures specified in Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC2A, and promptly will furnish a copy of all any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholdershareholder of Subadviser, in the key personnel who are either chief executive officer of Subadviser or the portfolio manager(s) responsible for that are identified in the Fund or Prospectus of the Chief Executive Officer of SubadviserFund, or if there is otherwise an actual change in control or management of SubadviserSubadviser (as determined in accordance with the 1940 Act).

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (to the extent permitted by law and regulation) (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Managerthe ICM; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager ICM (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 ActAct or otherwise, (2) in the event the Securities and Exchange Commission (the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the its activities, functions or operations of Subadviseroperations; or has commenced proceedings or an investigation that may result in any of these actions, actions or (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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectCode. (b) Subadviser has adopted a agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with ICM, or any of its affiliates in offering, marketing, or other promotional materials without the prior written code consent of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year ICM; provided that this Agreement is in effect, a duly authorized officer of Subadviser shall certify not be required to Investment Manager obtain ICM’s prior written consent to make factual statements regarding the fact that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response ICM serves as subadviser to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholderFund, in the key personnel who are either the portfolio manager(s) responsible responding to requests for the Fund information, in required disclosures or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviserresponding to regulatory inquiries.

Appears in 1 contract

Samples: Interim Investment Sub Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may Subadviser reasonably believes would result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.of

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its a document intended to address the disclosures specified in Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC2A, and promptly will furnish a copy of all any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the either Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly immediately notify Investment Manager (1) and the Fund or Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that regulatory authority. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) Funds immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, its Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser A. 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal federal, Massachusetts or state Delaware requirements, or the applicable requirements of any federal regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) Adviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. Subadviser has adopted a written code of ethics (the "Subadviser Code") complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, has provided the Adviser and will provide Investment Manager the Fund with a copy of the code Subadviser Code, together with evidence of ethicsits adoption. Within 60 days The Subadviser certifies that it has adopted procedures reasonably necessary to prevent access persons" as defined in Rule 17j-1 ("Access Persons") from violating the Subadviser Code. On a [quarterly] basis, Subadviser will either; (i) certify to Adviser that Subadviser and its Access Persons have complied with Subadviser Code with respect to the Portfolio, or (ii) identify any material violations of the end Subadviser Code which have occurred with respect to the Portfolio. In addition, Subadviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Subadviser Code since the last report to the Board, including, but not limited to, information about material violations of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify Code with respect to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken the Portfolio and sanctions imposed in response to such violation. To the extent material violations and (b) certifies that the Subadviser has approved any material changes adopted procedures reasonably necessary to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerprevent Access Persons from violating the Subadviser Code. (c) C. Subadviser has provided Investment Manager Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC and, if not so filed, the its most recent Part II2 of Form ADV, which as of the date of this Agreement is and will, promptly after filing any amendment to its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to Investment Manager (at least annually)Adviser. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Lb Series Fund Inc/)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental regulatory authority has: censured that materially affects Subadviser; placed limitations upon 's ability to perform the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that services contemplated by this Agreement. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or Statement of Additional Information, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying designed to comply with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that that, in Subadviser's judgment, appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, more than 48 hours prior to the execution of this Agreement, and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual change in control or management of Subadviser. For purposes of this section "control" shall have the same meaning as under the 1940 Act.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 45 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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 senior management of Subadviser, or if there is otherwise an actual change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager; provided that Subadviser shall not be required to obtain Investment Manager’s prior written consent to make factual statements regarding the fact that it serves as subadviser to the Fund on a representative client list, in required disclosures, or in responding to regulatory inquiries.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 45 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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 senior management of Subadviser, or if there is otherwise an actual change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager; provided that Subadviser shall not be required to obtain Investement Manager's prior written consent to make factual statements regarding the fact that it serves as subadviser to the Fund on a representative client list, in required disclosures, or in responding to regulatory inquiries.

Appears in 1 contract

Samples: Subadvisory Agreement (RiverSource Variable Series Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation which the Subadviser is aware of that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.material

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (v) has met and will seek to continue to meet in all material respects 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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser and such censure relates to the Fund, may reasonably affect Subadviser’s management of the Fund or if such censure relates to one or more other registered investment companies managed or subadvised by Subadviser, such censure may reasonably affect Subadviser’s management of the such other registered investment companies; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that Subadviser believes reasonably 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 respecting or relating to Subadviser 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 material statement relating to Subadviser or contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager in a mutually agreed upon format that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, Subadviser shall make reasonable efforts to provide such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly thereafter will furnish a copy of all amendments its Form ADV II to Investment Manager (at least annually)on an annual basis. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser. For purposes of this section, “control” shall have the same meaning as under the 1940 Act.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental regulatory authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may is substantially likely to result in any of these actions, (3) upon having a reasonable basis for believing that disqualification under Section 9(a). Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its current Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II Parts 2A and 2B as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual a change in control or management of Subadviser. For purposes of this section “control” shall have the same meaning as under the 1940 Act. (e) Unless required under applicable law, Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (v) has met and will seek to continue to meet meet, in all material respects, for so long as this Agreement remains Document Number: 337712 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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its a document intended to address the disclosures specified in Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC2A, and promptly will furnish a copy of all any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.. Document Number: 337712

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.that

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other material 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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its a document intended to address the disclosures specified in Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC2A, and promptly will furnish a copy of all any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser A. 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal federal, Massachusetts or state Delaware requirements, or the applicable requirements of any federal regulatory or industry self-regulatory agency agency, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) Adviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. Subadviser has adopted a written code of ethics (the “Subadviser Code”) complying with the requirements of Rule 17j-1 17j-l under the 1940 Act Act, as may be amended from time to time, and, has provided the Adviser and will provide Investment Manager the Fund with a copy of the code Subadviser Code, together with evidence of ethicsits adoption. Within 60 days The Subadviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-l (“Access Persons”) from violating the Subadviser Code. On a quarterly basis, Subadviser will either; (i) certify to Adviser that Subadviser and its Access Persons have complied with Subadviser Code with respect to the Portfolio, or (ii) identify any material violations of the end Subadviser Code which have occurred with respect to the Portfolio. In addition, Subadviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Subadviser Code since the last report to the Board, including, but not limited to, information about material violations of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify Code with respect to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken the Portfolio and sanctions imposed in response to such violation. To the extent material violations and (b) certifies that the Subadviser has approved any material changes adopted procedures reasonably necessary to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerprevent Access Persons from violating the Subadviser Code. (c) C. Subadviser has provided Investment Manager Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC and, if not so filed, the its most recent Part II2 of Form ADV, which as of the date of this Agreement is and will, promptly after filing any amendment to its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to Investment Manager (at least annually)Adviser. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Thrivent Series Fund Inc)

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Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurredand the rules thereunder, correct promptly any violations that have occurred, applicable to the services provided by the Subadviser to the Funds and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon regulatory authority. Subadviser further agrees to notify Manager and the activities, functions or operations of Subadviser; 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) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual or expected change in control or management of Subadviser. For purposes of this section "control" shall have the same meaning as under the 1940 Act.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly immediately notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon regulatory authority. Subadviser further agrees to notify Manager and the activities, functions or operations of Subadviser; 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) Funds immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholderits Controlling Members or Managers, or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon regulatory authority. Subadviser further agrees to notify Manager and the activities, functions or operations of Subadviser; 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) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual or expected change in control or management of Subadviser. For purposes of this section "control" shall have the same meaning as under the 1940 Act.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental regulatory authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may is reasonably likely to result in any the occurrence of these actions, (3) upon having such a reasonable basis for believing that disqualifying event. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a an appropriate and duly authorized officer of Subadviser shall upon Manager's request certify to Investment Manager that, to the best of such authorized officer's knowledge, Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) <3>Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Allocated Portion or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual a change in control or management of Subadviser. For purposes of this section "control" shall have the same meaning as under the 1940 Act.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a subadviser to the Fund); (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together ethics with an explanation respect to employees of such amendments shall be promptly (but in no event later than 60 days) provided to Investment ManagerSubadviser whose duties include the performance of services contemplated by this Agreement. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC, ") and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC 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 senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 1 contract

Samples: Subadvisory Agreement (Axp Partners International Series Inc)

Representations of Subadviser. Subadviser represents The SubAdviser represents, warrants and warrants agrees as follows: (a) Subadviser 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 Contract remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementContract; (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 Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement Contract remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-self regulatory agency necessary to be met in order to perform the services contemplated by this AgreementContract; (viiv) has the authority to enter into and perform the services contemplated by this AgreementContract; and (viiv) will promptly notify Investment Manager (1) Mxxxxxxx Xxxxxxxx of the occurrence of any event that would disqualify Subadviser the SubAdviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser The SubAdviser has adopted a written code of ethics and appropriate procedures complying with the requirements of Rule 17j-1 17j1 under the 1940 Act and will provide Investment Manager Mxxxxxxx Xxxxxxxx and the Board with a copy of the such code of ethics, together with evidence of its adoption. Within 60 fifteen days of the end of the last calendar quarter of each year that this Agreement Contract is in effect, the president or a duly authorized officer vice president of Subadviser the SubAdviser shall certify to Investment Manager Mxxxxxxx Xxxxxxxx that the SubAdviser has complied with the requirements of Rule 17j1 during the previous year and that there has been no material violation of Subadviser’s the SubAdvisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent Subadviser has approved any material changes written request of Mxxxxxxx Xxxxxxxx, the SubAdviser shall permit Mxxxxxxx Xxxxxxxx, its employees or its agents to its examine the reports required to be made by the Sub Adviser pursuant to Rule 17j1 and all other records relevant to the SubAdvisers code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser The SubAdviser has provided Investment Manager Mxxxxxxx Xxxxxxxx with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (SEC, ) and promptly will furnish a copy of all amendments to Investment Manager (Mxxxxxxx Xxxxxxxx at least annually). (d) Subadviser The SubAdviser will promptly notify Investment Manager Mxxxxxxx Xxxxxxxx of any change of control of the Sub Adviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for of the Fund Series or senior management of the Chief Executive Officer of SubadviserSubAdviser, in each case prior to, or if there promptly after, such change. (e) The SubAdviser agrees that neither it, nor any of its affiliates, will in any way refer directly or indirectly to its relationship with the Series, the Trust, Mxxxxxxx Xxxxxxxx or any of their respective affiliates in offering, marketing or other promotional materials without the prior express written consent of Mxxxxxxx Xxxxxxxx. Notwithstanding, the SubAdviser is otherwise an actual change in control or management of Subadviserpermitted to disclose information necessary for it to perform its duties under this Agreement to banks, brokers, dealers and other financial intermediaries.

Appears in 1 contract

Samples: Interim Sub Advisory Contract (Painewebber Investment Series)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor under the Advisers Act of 1940 (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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of SubadviserSubadviser within the meaning of the 1940 Act. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Subadvisory Agreement (Axp Partners Series Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental regulatory authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that materially affect the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M ability of the Code Subadviser to perform the services described hereunder. Subadviser further agrees to notify Manager and (4) the Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II2, which as of the date of this Agreement is its Form ADV Part II 2 as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual or expected change in control or management of Subadviser. For purposes of this section “control” shall have the same meaning as under the 1940 Act. (e) Unless required under applicable law, Subadviser agrees that neither it, TCW Group, Inc. nor any of TCW Group’s subsidiaries will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 US regulatory or industry self-regulatory agency organization, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) 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, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and and, if it has not already done so, will provide Investment Manager the Adviser and the Trust with a copy of the such code of ethics. Within 60 days 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 end Adviser that the Subadviser and its Access Persons have complied with the Subadviser's Code of Ethics with respect to the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved Assets and (ii) identifying any material changes violations which have occurred with respect to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager"Access Persons" for the Subadviser Assets. (c) C. The Subadviser has provided Investment Manager the Adviser and the Trust with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment to Investment Manager (at least annually)the Adviser. The Adviser acknowledges receipt of the Subadviser's Form ADV more than 48 hours prior to the execution of this Agreement. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Jp Morgan Fleming Series Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) upon having a reasonable basis for believing that that, with respect to the portion of Fund assets managed by Subadviser (as the case may be), the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethicsethics and related reporting procedures. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its a document intended to address the disclosures specified in Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC2A, and promptly will furnish a copy of all any amendments to such document to Investment Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV, Part 2A, with the SEC. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. The Subadviser represents represents, warrants and warrants agrees as follows: (a) Subadviser 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) 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, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and (the “Code of Ethics”) and, if it has not already done so, will provide Investment Manager the Adviser and the Trust with a copy of the code Code of ethicsEthics. Within 60 days 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 upon request that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Funds and (ii) identifying any material violations which have occurred with respect to the Funds. C. Upon the reasonable request of the end Adviser, the Subadviser shall permit the Adviser, its employees or 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 Code of Ethics. D. 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 request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Funds. The Subadviser will also provide, at the reasonable request of the last calendar quarter of each year that this Agreement is Adviser, periodic certifications, in effecta form reasonably acceptable to Adviser, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response attesting to such violationwritten policies and procedures. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) The Subadviser has provided Investment Manager the Adviser and the Trust with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly hereafter will furnish upon request a copy of all amendments its annual amendment to Investment Manager (at least annually)the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV prior to the execution of this Agreement. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (RBC Funds Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly immediately notify Investment Manager (1) and the Fund or Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that regulatory authority. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) Funds immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, its Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.in

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Series Trust I)

Representations of Subadviser. Subadviser represents and warrants as ----------------------------- follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and upon request will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with with, and Investment Manager hereby acknowledges receipt of, a copy of its Subadviser's Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and Subadviser agrees to promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any material changes in the controlling shareholder, Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager; provided that Subadviser shall not be required to obtain Investement Manager's prior written consent to make factual statements regarding the fact that it serves as subadviser to the Fund in responding to requests for information, as part of a representative client list, in required disclosures or in responding to regulatory inquiries.

Appears in 1 contract

Samples: Subadvisory Agreement (Riversource Variable Portfolio Managers Series, Inc.)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 or contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j -1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all material amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.a

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 or the Subadvisory 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 Investment Manager; (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 AgreementAgreement or the SubadvisoryAgreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) Sub-Subadviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Unless required by applicable law, Subadviser has adopted a written code agrees that neither it nor any of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and its affiliates will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes way refer directly or indirectly to its code relationship with Sub-Subadviser, or any of ethicsits affiliates in offering, such revised code together with an explanation marketing, or other promotional materials without the prior written consent of such amendments Sub-Subadviser, which consent shall not be promptly (but in no event later than 60 days) provided to Investment Managerunreasonably withheld. (c) Manager and the Trust have duly entered into the Management Agreement pursuant to which the Trust authorized Manager to enter into the Subadvisory Agreement. Subadviser has provided Investment and the Manager with a copy of its Form ADV Part II, have duly entered into the Subadvisory Agreement pursuant to which as the Trust authorized Subadviser to enter into this Agreement. Shareholders of the date of this Agreement is its Form ADV Part II as most recently deemed Funds have approved all such agreements or are not required to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually)approve these agreements under applicable law. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Sub Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents The SubAdviser represents, warrants and warrants agrees as follows: (a) Subadviser 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 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 occurringmet, 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 Investment Manager; (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-self regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) UBS Global AM of the occurrence of any event that would disqualify Subadviser the SubAdviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser The SubAdviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j1 under the 1940 Act and Rule 204A1 under the Advisers Act and will provide Investment Manager UBS Global AM and the Board with a copy of the such code of ethics, together with evidence of its adoption. Within 60 fifteen days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser the SubAdviser shall certify to Investment Manager UBS Global AM that the SubAdviser has complied with the requirements of Rule 17j1 during the previous year and that there has been no material violation of Subadviser’s the SubAdvisers code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent Subadviser has approved any material changes written request of UBS Global AM, the SubAdviser shall permit UBS Global AM, its employees or its agents to its examine the reports required to be made to the SubAdviser by Rule 17j1(c)(1) and all other records relevant to the SubAdvisers code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser The SubAdviser has provided Investment Manager UBS Global AM with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (SEC, ) and promptly will furnish a copy of all amendments to Investment Manager (UBS Global AM at least annually). (d) Subadviser The SubAdviser will promptly notify Investment Manager UBS Global AM of any change of control of the SubAdviser, including any change of its general partners or 25% shareholders or 25% limited partners, as applicable, and any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for of the Fund Portfolio or senior management of the Chief Executive Officer SubAdviser, in each case prior to or promptly after such change. (e) The SubAdviser agrees that neither it nor any of Subadviserits affiliates will in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, UBS Global AM or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of UBS Global AM. (f) The SubAdviser hereby represents that it has implemented policies and procedures that will prevent the disclosure by it, its employees or its agents of the Trusts portfolio holdings to any person or entity other than the UBS Global Americas, the Trusts custodian, or if there is otherwise an actual change in control or management of Subadviserother persons expressly designated by UBS Global Americas.

Appears in 1 contract

Samples: Subadvisory Agreement (Ubs Pace Select Advisors Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment ManagerAEFC; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics. 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 shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Investment Manager (AEFC at least annually). (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 1 contract

Samples: Subadvisory Agreement (Axp Partners Series Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act, other than by virtue of serving as a subadviser to the Fund; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.,

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser A. 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 agency, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly immediately notify Investment Manager (1) Adviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. Subadviser has adopted a written code of ethics (the “Subadviser Code”) complying with the requirements of Rule 17j-1 17j-l under the 1940 Act Act, as may be amended from time to time, and, has provided the Adviser and will provide Investment Manager the Fund with a copy of the code Subadviser Code, together with evidence of ethicsits adoption. Within 60 days The Subadviser certifies that it has adopted procedures reasonably necessary to prevent access persons” as defined in Rule 17j-l (“Access Persons”) from violating the Subadviser Code. On a quarterly basis, Subadviser will either; (i) certify to Adviser that Subadviser and its Access Persons have complied with Subadviser Code with respect to the Portfolio, or (ii) identify any material violations of the end Subadviser Code which have occurred with respect to the Portfolio. In addition, Subadviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Subadviser Code since the last report to the Board, including, but not limited to, information about material violations of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify Code with respect to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken the Portfolio and sanctions imposed in response to such violation. To the extent material violations and (b) certifies that the Subadviser has approved any material changes adopted procedures reasonably necessary to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerprevent Access Persons from violating the Subadviser Code. (c) C. Subadviser has provided Investment Manager Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC and, if not so filed, the its most recent Part II2 of Form ADV, which as of the date of this Agreement is and will, promptly after filing any amendment to its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to Investment Manager (at least annually)Adviser. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Thrivent Series Fund Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager, other than in a representative list of the Subadviser's clients.

Appears in 1 contract

Samples: Subadvisory Agreement (Riversource Strategy Series, Inc.)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or has indicated that it is commencing an investigation into the Subadviser that the Subadviser reasonably believes 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 respecting or relating to Subadviser 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 contained Subadvisercontained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II2a, which as of the date of this Agreement is its Form ADV Part II 2a as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the Fund’s portfolio manager(s) responsible for listed in the Fund Fund’s registration statement or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Series Trust II)

Representations of Subadviser. Subadviser represents represents, warrants, and warrants agrees as follows: (a) A. 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 agency, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly immediately notify Investment Manager (1) Adviser of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. Subadviser has adopted a written code of ethics (the "Subadviser Code") complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, has provided the Adviser and will provide Investment Manager the Fund with a copy of the code Subadviser Code, together with evidence of ethicsits adoption. Within 60 days The Subadviser certifies that it has adopted procedures reasonably necessary to prevent access persons as defined in Rule 17j-1 ("Access Persons") from violating the Subadviser Code. On a quarterly basis, Subadviser will either; (i) certify to Adviser that Subadviser and its Access Persons have complied with Subadviser Code with respect to the Portfolios, or (ii) identify any material violations of the end Subadviser Code which have occurred with respect to the Portfolios. In addition, Subadviser will furnish at least annually to Adviser and the Board a written report that (a) describes any issues arising under the Subadviser Code since the last report to the Board, including, but not limited to, information about material violations of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify Code with respect to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken the Portfolios and sanctions imposed in response to such violation. To the extent material violations and (b) certifies that the Subadviser has approved any material changes adopted procedures reasonably necessary to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerprevent Access Persons from violating the Subadviser Code. (c) C. Subadviser has provided Investment Manager Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC and, if not so filed, its most recent Part II2 of Form ADV, which as of the date of this Agreement is and will, promptly after filing any amendment to its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will and, if not so filed, any amendment to Part 2 of its Form ADV, furnish a copy of all amendments such amendment to Investment Manager (at least annually)Adviser. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Subadvisory Agreement (Lb Series Fund Inc/)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees on each day during the term of this Agreement as follows: (a) Subadviser 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 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 occurredmeets, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (iii) has all necessary federal and state governmental, regulatory and commodity exchange licenses and approvals required to conduct its business as contemplated hereby; (iv) is and will continue to be operated in compliance in all material respects with all applicable laws, rules, and regulations; (v) has in effect all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described herein or required to perform its obligations hereunder (including, by way of example only but without limitation, to the extent required, registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor under the Commodity Exchange Act, as amended (the “CEA”) and membership with the National Futures Association (the “NFA”)), and the performance of such obligations will not materially violate or result in a material breach of any provision of the Subadviser’s certificate of formation or operating agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) 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, Act or otherwise; and (2viii) will manage the Subadviser Assets in a manner consistent with the event the Securities and Exchange Commission Subadviser’s code of ethics (the “SECCode of Ethics”) or other governmental authority has: censured Subadviser; placed limitations and its compliance policies and procedures. 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 Trust with a copy of such code of ethics. On a quarterly basis upon written request of the activitiesAdviser, functions or operations the Subadviser will comply with the reporting requirements of Subadviser; or has commenced proceedings or an investigation that Rule 17j-1, which may result in any of these actions, include (3i) upon having a reasonable basis for believing certifying to the Adviser that the Fund has ceased Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to qualify or might not qualify as a regulated investment company under Subchapter M the Subadviser Assets and (ii) identifying any material violations of the Subadviser’s Code of Ethics which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees or its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1. C. The Subadviser has adopted and (4) implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of any material fact known the federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, the Subadviser shall provide the Adviser with access to Subadviser respecting or the records relating to such policies and procedures as they relate to the Subadviser that is not contained Assets. 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. In addition, on an annual basis, the Subadviser will provide the Adviser with a summary of their annual review of its policies and procedures as required by Rule 206(4)-7 of the Advisers Act. D. The Subadviser has provided the Adviser and the Trust with a copy of its Form ADV Part 2 as most recently filed with the SEC and hereafter will provide a copy of its annual amendment to the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement. E. The written information provided by the Subadviser to the Adviser, the Fund and/or the Trust for use in (i) the Fund’s Prospectus, and is registration statement or proxy materials (the “Offering Materials”) and/or (ii) advertisements or sales literature or in communications with the Board, governmental or self-regulatory authorities or reports filed with the SEC (only when considered together with the other information included in the Offering Materials) does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or of any statement relating to Subadviser contained therein that becomes untrue misleading in any material respect. (b) F. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Subadviser has adopted a written code is bound or any order, rule, statue or regulation applicable to the Subadviser of ethics complying with any court or any governmental body or administrative agency having jurisdiction over the requirements of Rule 17j-1 under Subadviser, including, without limitation the 1940 Act and will provide Investment Manager with or the Advisers Act. G. The Subadviser is not in default of any material obligation to which it is bound or agreement to which it is a copy party, nor is the Subadviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the code of ethics. Within 60 days Subadviser or are reasonably likely to have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement. H. Other than as may have been disclosed in writing to the Adviser, there is not pending, or to the best of the end Subadviser’s knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which the Subadviser is a party, or to which any of the last calendar quarter assets of the Subadviser are subject, which would reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Adviser, the Subadviser has not received any notice of an investigation or warning letter from any regulatory organization, including, without limitation, the SEC, the NFA or the CFTC regarding material non-compliance by the Subadviser with any rule, regulation or statute, which notice or letter is reasonably expected to result in a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. I. This Agreement has been duly and validly authorized, executed and delivered by the Subadviser and constitutes a legal, valid and binding agreement of the Subadviser enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency laws and principals and doctrines of equity. J. The Subadviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each year that other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Subadviser’s ability to perform its obligations under this Agreement. The Subadviser has full power and authority to perform its obligations under this Agreement is and it has the requisite power and authority to own property, perform its obligations and conduct its business. K. Except as otherwise agreed by the Adviser, the Subadviser will manage the investments of the Subadviser Assets in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken accordance with the exemption provided in response to such violation. To the extent CFTC Rule 4.5. L. The Subadviser has approved any material changes policies and procedures to its code of ethicsensure compliance with all applicable laws, rules and regulations, including without limitation, economic sanctions programs (“Sanctions”), such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as those administered or promulgated by the U.S. Department of the date Treasury’s Office of Foreign Assets Control, the European Union, and the United Nations Security Council; and neither the execution or delivery of this Agreement is by the Subadviser nor any action taken in its Form ADV Part II as most recently deemed performance of its obligations hereunder shall cause the Trust or the Adviser to be filed with in violation of Sanctions; and neither the SECexecution or delivery of this Agreement by the Subadviser nor its performance of its obligations hereunder shall conflict with, violate, breach or constitute a default under any term or provision of its constituent or governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other document to which the Subadviser is a party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Subadviser or any of its assets. If at any time, any event shall occur which would make any of the foregoing representations and promptly will furnish a copy warranties of all amendments to Investment Manager (at least annually)the Subadviser no longer true and accurate in any material respect, the Subadviser shall notify the Adviser as soon as is reasonably practicable, except as prohibited by applicable law. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Six Circles Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager; provided that Subadviser shall not be required to obtain Investement Manager's prior written consent to make factual statements regarding the fact that it serves as subadviser to the Fund on a representative client list, in responding to requests for information, in required disclosures, or in responding to regulatory inquiries.

Appears in 1 contract

Samples: Subadvisory Agreement (Riversource Managers Series, Inc.)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Insurance Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, 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 promptly notice of any material violations relating to the Fund to Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-l during the previous year and that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission (“SEC”), and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser’s Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Investment Manager.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 an affiliated person of Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iiiiv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (ivv) 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 Investment Manager; (vvi) 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; (vivii) has the authority to enter into and perform the services contemplated by this Agreement; and (viiviii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a subadviser to the Fund); (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (23) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (34) 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 (45) of any material fact known to Subadviser respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that there has been no material violation of Subadviser’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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.of

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 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 Investment Manager; (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; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) 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 (2) of any material fact known to Subadviser respecting or relating to Subadviser 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 or contained therein that becomes untrue in any material respect; and (viii) will, without unreasonable delay, notify the Investment Manager at the same time it notifies its other investment management clients (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that (1) there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violationviolation and (2) it has adopted procedures reasonably designed to prevent Subadviser’s access persons (as defined in the 0000 Xxx) from violating Subadviser’s code of ethics. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually). (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Subadvisory Agreement (Columbia Funds Variable Series Trust II)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the a Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) to the extent consistent with applicable law, will promptly immediately notify Investment Manager (1) and the Fund of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that regulatory authority. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s Prospectus's registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, its Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted and implemented written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurringand the 1940 Act, detect violations that have occurred, correct promptly any violations that have occurredand the rules thereunder, and will provide prompt promptly notice of any material violations relating to any of the Fund Funds to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) and the Funds of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental regulatory authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may is substantially likely to result in any of these actions, (3) upon having a reasonable basis for believing that disqualification under Section 9(a). Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) Funds promptly of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s ProspectusFunds' Registration Statement, and or any amendment or supplement to any Fund prospectus or SAI, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any material statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its current Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II Parts 2A and 2B as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund Funds or the Subadviser's Chief Executive Officer of Subadviseror President, or Chief Investment Officer, or if there is otherwise an actual a change in control or management of Subadviser. For purposes of this section "control" shall have the same meaning as under the 1940 Act. . (e) Unless required under applicable law, Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Funds or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) 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, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and and, if it has not already done so, will provide Investment Manager the Adviser and the Trust with a copy of the such code of ethics. Within 60 days On at least a quarterly basis, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets and (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the end of Adviser, the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify permit the Adviser, its employees or its agents to Investment Manager that there has been no material violation of 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 orethics. C. Subadviser has adopted and implemented written policies and procedures, if such a violation has occurredas required by Rule 206(4)-7 under the Advisers Act, that appropriate action was taken in response which are reasonably designed to prevent violations of federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, Subadviser shall provide the Adviser with access to the records relating to such violationpolicies and procedures as they relate to the Subadviser Assets. To Subadviser will also provide, at the extent Subadviser has approved any material changes reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to its code of ethicsAdviser, attesting to such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Managerwritten policies and procedures. (c) D. The Subadviser has provided Investment Manager the Adviser and the Trust with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly hereafter will furnish a copy of all amendments its annual amendment to Investment Manager (at least annually)the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (JPMorgan Trust I)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees on each day during the term of this Agreement as follows: (a) Subadviser 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 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 occurredmeets, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organization, necessary to be met in order to perform the services contemplated by this Agreement; (iii) has all necessary federal and state governmental, regulatory and commodity exchange licenses and approvals required to conduct its business as contemplated hereby; (iv) is and will continue to be operated in compliance in all material respects with all applicable laws, rules, and regulations; (v) has in effect all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described herein or required to perform its obligations hereunder (including, by way of example only but without limitation, to the extent required, registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor under the Commodity Exchange Act, as amended (the “CEA”) and membership with the National Futures Association (the “NFA”)), and the performance of such obligations will not materially violate or result in a material breach of any provision of the Subadviser’s certificate of formation or operating agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) 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, Act or otherwise; and (2viii) will manage the Subadviser Assets in a manner consistent with the event the Securities and Exchange Commission Subadviser’s code of ethics (the “SECCode of Ethics”) or other governmental authority has: censured Subadviser; placed limitations and its compliance policies and procedures. 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 Trust with a copy of such code of ethics. On a quarterly basis upon written request of the activitiesAdviser, functions or operations the Subadviser will comply with the reporting requirements of Subadviser; or has commenced proceedings or an investigation that Rule 17j-1, which may result in any of these actions, include (3i) upon having a reasonable basis for believing certifying to the Adviser that the Fund has ceased Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to qualify or might not qualify as a regulated investment company under Subchapter M the Subadviser Assets and (ii) identifying any material violations of the Subadviser’s Code of Ethics which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees or its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1. C. The Subadviser has adopted and (4) implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of any material fact known the federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, the Subadviser shall provide the Adviser with access to Subadviser respecting or the records relating to such policies and procedures as they relate to the Subadviser that is not contained Assets. 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. In addition, on an annual basis, the Subadviser will provide the Adviser with a summary of their annual review of its policies and procedures as required by Rule 206(4)-7 of the Advisers Act. D. The Subadviser has provided the Adviser and the Trust with a copy of its Form ADV Part 2 as most recently filed with the SEC and hereafter will provide a copy of its annual amendment to the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement. E. The written information provided by the Subadviser to the Adviser, the Fund and/or the Trust for use in (i) the Fund’s Prospectus, and is registration statement or proxy materials (the “Offering Materials”) and/or (ii) advertisements or sales literature or in communications with the Board, governmental or self-regulatory authorities or reports filed with the SEC (only when considered together with the other information included in the Offering Materials) does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or of any statement relating to Subadviser contained therein that becomes untrue misleading in any material respect. (b) F. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Subadviser has adopted a written code is bound or any order, rule, statue or regulation applicable to the Subadviser of ethics complying with any court or any governmental body or administrative agency having jurisdiction over the requirements of Rule 17j-1 under Subadviser, including, without limitation the 1940 Act and will provide Investment Manager with or the Advisers Act. G. The Subadviser is not in default of any material obligation to which it is bound or agreement to which it is a copy party, nor is the Subadviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the code of ethics. Within 60 days Subadviser or are reasonably likely to have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement. H. Other than as may have been disclosed in writing to the Adviser, there is not pending any action, suit or proceeding before or by any court or other governmental body to which the Subadviser is a party, or to which any of the end assets of the last calendar quarter Subadviser are subject, which would reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Adviser, the Subadviser has not received any notice of an investigation or other action from any regulatory organization, provided that it can be legally disclosed to third parties, including, without limitation, the SEC, the NFA or the CFTC regarding material non-compliance by the Subadviser with any rule, regulation or statute, which notice is reasonably expected to result in a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. I. This Agreement has been duly and validly authorized, executed and delivered by the Subadviser and constitutes a legal, valid and binding agreement of the Subadviser enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency laws and principals and doctrines of equity. J. The Subadviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each year that other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Subadviser’s ability to perform its obligations under this Agreement. The Subadviser has full power and authority to perform its obligations under this Agreement is and it has the requisite power and authority to own property, perform its obligations and conduct its business. K. Except as otherwise agreed by the Adviser, the Subadviser will manage the investments of the Subadviser Assets in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken accordance with the exemption provided in response to such violation. To the extent CFTC Rule 4.5. L. The Subadviser has approved any material changes policies and procedures to its code of ethicsensure compliance with all applicable laws, rules and regulations, including without limitation, economic sanctions programs (“Sanctions”), such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as those administered or promulgated by the U.S. Department of the date Treasury’s Office of Foreign Assets Control, the European Union, and the United Nations Security Council; and neither the execution or delivery of this Agreement is by the Subadviser nor any action taken in its Form ADV Part II as most recently deemed performance of its obligations hereunder shall cause the Trust or the Adviser to be filed with in violation of Sanctions; and neither the SECexecution or delivery of this Agreement by the Subadviser nor its performance of its obligations hereunder shall conflict with, violate, breach or constitute a default under any term or provision of its constituent or governing documents or any indenture, mortgage, deed of trust, instrument, agreement or other document to which the Subadviser is a party or by which it is bound or to which any of its assets are subject or any applicable statute, law, rule, regulation, order or other legal requirement applicable to the Subadviser or any of its assets. If at any time, any event shall occur which would make any of the foregoing representations and promptly will furnish a copy warranties of all amendments to Investment Manager (at least annually)the Subadviser no longer true and accurate in any material respect, the Subadviser shall notify the Adviser as soon as is reasonably practicable, except as prohibited by applicable law. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Six Circles Trust)

Representations of Subadviser. The Subadviser represents represents, warrants, and warrants agrees as follows: (a) Subadviser 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 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 occurredmet, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (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 organisation, necessary to be met in order to perform the services contemplated by this Agreement; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) 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, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and (the “Code of Ethics”) and, if it has not already done so, will provide Investment Manager the Adviser and the Trust with a copy of the code Code of ethicsEthics. Within 60 days 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 upon request that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Assets and (ii) identifying any material violations which have occurred with respect to the Subadviser Assets. C. Upon the reasonable request of the end Adviser, the Subadviser shall permit the Adviser, its employees or 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. D. 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 request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Assets. The Subadviser will also provide, at the reasonable request of the last calendar quarter of each year that this Agreement is Adviser, periodic certifications, in effecta form reasonably acceptable to Adviser, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response attesting to such violationwritten policies and procedures. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) The Subadviser has provided Investment Manager the Adviser and the Trust with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, SEC and promptly hereafter will furnish upon request a copy of all amendments its annual amendment to Investment Manager (at least annually)the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement. (d) Subadviser will promptly notify Investment Manager 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, or if there is otherwise an actual change in control or management of Subadviser.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (RBC Funds Trust)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) Subadviser (i) is registered as an investment adviser advisor 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 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 Investment Manager; (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; (viiv) has the authority to enter into and perform the services contemplated by this Agreement; and (viiv) will promptly notify Investment Manager (1) AEFC of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser advisor of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) Act or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; 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 respecting or relating to Subadviser 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 contained therein that becomes untrue in any material respectotherwise. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager AEFC with a copy of the code of ethics, together with evidence of its adoption. Within 60 45 days of the end of the last calendar quarter of each year that this Agreement is in effecteffect and upon the specific request of AEFC during that time, a duly authorized officer of Subadviser shall certify to Investment Manager AEFC that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s 's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation. To Upon the extent written request of AEFC, Subadviser has approved any material changes shall permit AEFC, its employees, or its agents to its examine the reports required to be made to Subadviser by Rule 17j-1(c)(1) and all other records relevant to Subadviser's code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager AEFC with a copy of its Form ADV Part IIADV, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange Commission ("SEC"). The Subadviser will, and promptly will after filing with the SEC an amendment to its Form ADV that materially impacts the Subadviser's policies, procedures or personnel related to its duties hereunder, furnish a copy of all amendments to Investment Manager (at least annually)AEFC. (d) Subadviser will promptly notify Investment Manager AEFC of any changes in the controlling shareholder, shareholder(s) or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer senior management of Subadviser, or if there is otherwise an actual or expected change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or AEFC, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of AEFC.

Appears in 1 contract

Samples: Subadvisory Agreement (Axp Partners Series Inc)

Representations of Subadviser. Subadviser represents and warrants as follows: (a) 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 appointed a Chief Compliance Officer under Rule 206(4)-7 of under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act and the 1940 Act from occurring, detect violations that have occurred, and correct promptly any violations that have occurred, and will provide prompt promptly notice of any material violations relating to the Fund to Investment Manager; (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 Agreementagency; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly immediately notify Investment Manager (1) and the Fund of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) Act or in the event that Subadviser or any of its affiliates becomes aware that it is the Securities and Exchange Commission (subject of an administrative proceeding or enforcement action by the “SEC”) SEC or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that regulatory authority. Subadviser further agrees to notify Manager and the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) immediately of any material fact known to Subadviser respecting or relating to concerning Subadviser that is not contained in the Fund’s Prospectus's registration statement, and or any amendment or supplement thereto, but that is required to be stated therein or necessary to make the statements therein not misleadingdisclosed therein, or and of any statement relating to Subadviser contained therein that becomes untrue in any material respect. (b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment has provided Manager with a copy of the code of ethics. 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 shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of Subadviser’s '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 has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager. (c) Subadviser has provided Investment Manager with a copy of its Form ADV Part IIII at least 48 hours prior to the execution of this Agreement, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments thereto to Investment Manager (at least annually)Manager. (d) Subadviser will promptly notify Investment Manager of any changes in the its controlling shareholder, shareholders or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Subadviser's Chief Executive Officer of Subadviseror President, or if there is otherwise an actual a change in control or management of Subadviser. (e) Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Manager, or any of their respective affiliates in offering, marketing, or other promotional materials without the prior written consent of Manager, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Subadvisory Agreement (Allianz Variable Insurance Products Trust)

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