Common use of Representations Respecting Sub-Adviser Clause in Contracts

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the Manager), or that use the name “Columbia Management Investment Advisers, LLC,” “Columbia” or “Columbia Management” or logos associated therewith. The Manager agrees that it will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees that neither the Manager nor affiliated persons of the Manager shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Fund and the Manager agrees agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Fund or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the Manager), or that use any derivative of the name names “Columbia Management Investment Advisers, LLC,X.X. Xxxxxx Asset Management” “ColumbiaJPMorgan Chase & Co.,” or “Columbia ManagementX.X. Xxxxxx Investment Management Inc.” or any logos associated therewith. The Fund and the Manager agrees agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Fund and the Manager will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Fund and the Manager will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Fund as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees and the Fund agree that neither the Manager Fund, the Manager, nor affiliated persons of the Fund or the Manager shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional Additional information for the TrustFund, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustFund, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment AdvisersBlackRock Financial Management, LLCInc.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment AdvisersXxxxxxx Sachs Asset Management, LLCL.P.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Xxxxxxxxx Investment AdvisersCounsel, LLC,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name names “Columbia Management Investment Franklin Advisers, LLCInc.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Pioneer Investment AdvisersManagement, LLCInc.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use the name “Columbia Management Investment Advisers, LLC,” “Columbia” or “Columbia Management” or logos associated therewiththerewith . The Manager Adviser agrees that it will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name names “Columbia Management Investment AdvisersBlackRock Advisors, LLC,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment AdvisersAdvisors, LLC,” or RiverSource Investments, LLC or any derivative thereof or logos associated therewith, including, but not limited to “Columbia” or “Columbia Management” or logos associated therewithRiverSource”. The Manager Adviser agrees that it will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Fund and the Manager agrees agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Fund or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the Manager), or that use any derivative of the name names “Columbia Management Investment Advisers, LLC,J.X. Xxxxxx Asset Management” “ColumbiaJPMorgan Chase & Co.,” or “Columbia ManagementJ.X. Xxxxxx Investment Management Inc.” or any logos associated therewith. The Fund and the Manager agrees agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Fund and the Manager will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Fund and the Manager will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Fund as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees and the Fund agree that neither the Manager Fund, the Manager, nor affiliated persons of the Fund or the Manager shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional Additional information for the TrustFund, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustFund, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name names “Columbia Management Investment Franklin Mutual Advisers, LLC,” “Columbia” or “Columbia Management” affiliates of the Sub-Adviser or any derivative thereof or logos associated therewiththerewith (collectively, “Sub-Adviser Names”). The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the Upon termination of this Agreement, the Trust Adviser and the Manager will furnish Trust shall forthwith cease to use Sub-Adviser Names, except as may be permitted under a separate agreement with the Sub-Adviser copies or its affiliates for the provision of services to other Funds in the ING Funds complex. If the Adviser or the Trust makes any unauthorized use of a Sub-Adviser Name, the above-mentioned materials parties acknowledge that refer or relate in any way to the Sub-AdviserAdviser shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management names American Century Global Investment AdvisersManagement, LLC,” “Columbia” Inc. or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name names “Columbia Management Investment Advisers, LLCDimensional Fund Advisors,” “ColumbiaDFA” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment Advisers, LLCnames ”Dimensional Fund Advisors,” “ColumbiaDFA” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment names "Franklin Advisers, LLCInc.,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Fund or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the Manager), or that use any derivative of the name “Columbia Management Xxxxxxxxx Investment Advisers, LLCManagement,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Fund and the Manager will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Fund and the Manager will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Fund as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees that neither the Manager nor affiliated persons of the Manager shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustFund, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustFund, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia names Xxxxxxxx Investment Management Investment Advisers, LLC,” “Columbia” North America Inc. or “Columbia Management” Schroders or any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name names “Columbia Management BlackRock Investment AdvisersManagement, LLC,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Xxxxxxxxx Xxxxxx Management Investment Advisers, LLC,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment AdvisersAmundi Pioneer Asset Management, LLCInc.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Fund and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series Fund, or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment AdvisersXxxxxxx Xxxxx Asset Management, LLCL.P.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Fund and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Fund and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Fund and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Fund as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Fund agree that neither the Manager Fund, the Adviser, nor affiliated persons of the Manager Fund or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series Fund concerning the Sub-Adviser or the Series Fund other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information reports for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustFund, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use the name “Columbia Management Investment Advisers, LLC,” “Columbia” or “Columbia Management” or logos associated therewiththerewith . The Manager Adviser agrees that it will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder;; and (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment AdvisersXxxxxxx Xxxxx Asset Management, LLCL.P.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them it or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management "Pioneer Investment AdvisersManagement, LLCInc.,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Txxxxxxxx Investment AdvisersCounsel, LLC,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (aA) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment Advisers"Lord, Xxxxxx & Co. LLC,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (bB) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (cC) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment Advisers"Xxxxxxxxx Xxxxxx Management, LLCInc.,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (aA) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “"Columbia Management Investment AdvisersAdvisors, LLC,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (bB) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (cC) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name names “Columbia Management Investment Franklin Mutual Advisers, LLC,” “Columbia” or “Columbia Management” affiliates of the Sub-Adviser or any derivative thereof or logos associated therewiththerewith (collectively, “Sub-Adviser Names”). The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the Upon termination of this Agreement, the Trust Adviser and the Manager will furnish Trust shall forthwith cease to use Sub-Adviser Names, except as may be permitted under a separate agreement with the Sub-Adviser copies or its affiliates for the provision of services to other Funds in the Voya family of funds. If the Adviser or the Trust makes any unauthorized use of a Sub-Adviser Name, the above-mentioned materials parties acknowledge that refer or relate in any way to the Sub-AdviserAdviser shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use the name “Columbia Management Investment Advisers, LLC,” “Columbia” or “Columbia Management” or logos associated therewiththerewith . The Manager the Adviser agrees that it will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management "Xxxxxxxxx Investment AdvisersCounsel, LLC,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment Xxxxx Selected Advisers, LLCL.P.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment names "Franklin Mutual Advisers, LLC,” “Columbia” " or “Columbia Management” affiliates of the Sub-Adviser or any derivative thereof or logos associated therewiththerewith (collectively, "Sub-Adviser Names"). The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the Upon termination of this Agreement, the Trust Adviser and the Manager will furnish Trust shall forthwith cease to use Sub-Adviser Names, except as may be permitted under a separate agreement with the Sub-Adviser copies or its affiliates for the provision of services to other Funds in the ING Funds complex. If the Adviser or the Trust makes any unauthorized use of a Sub-Adviser Name, the above-mentioned materials parties acknowledge that refer or relate in any way to the Sub-AdviserAdviser shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Sub-Adviser shall be entitled to injunctive relief, as well as any other remedy available under law; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (aA) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment Advisers"Xxxxxxxxx Xxxxxx Management, LLCInc.,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (bB) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (cC) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment AdvisersGxxxxxx Sachs Asset Management, LLCL.P.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (aA) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management "Xxxxxxxxx Investment AdvisersCounsel, LLC,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (bB) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (cC) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment Advisers"Lord, Xxxxxx & Co. LLC,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Xxxxxxxxx Investment Advisers, LLCManagement,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management Investment AdvisersXxxxxxx Sachs Asset Management, LLCL.P.,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them it or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (a) During the term of this Agreement, the Manager agrees Trust and the Adviser agree to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name names “Columbia Management BlackRock Investment AdvisersManagement, LLC,” “Columbia” or “Columbia Management” any derivative thereof or logos associated therewith. The Manager agrees Trust and the Adviser agree that it they will not use any such material without the prior consent of the Sub-Sub- Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (b) The Trust and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (c) The Manager agrees Adviser and the Trust agree that neither the Manager Trust, the Adviser, nor affiliated persons of the Manager Trust or the Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

Representations Respecting Sub-Adviser. (aA) During the term of this Agreement, the Manager Adviser agrees to furnish to the Sub-Adviser at its principal offices prior to use thereof copies of all Registration Statements and amendments thereto, prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust Company or any Series or to the public that refer or relate in any way to the Sub-Adviser or any of its affiliates (other than the ManagerAdviser), or that use any derivative of the name “Columbia Management "Pioneer Investment AdvisersManagement, LLCInc.,” “Columbia” " or “Columbia Management” any derivative thereof or logos associated therewith. The Manager Adviser agrees that it they will not use any such material without the prior consent of the Sub-Adviser, which consent shall not be unreasonably withheld. In the event of the termination of this Agreement, the Trust Company and the Manager Adviser will furnish to the Sub-Adviser copies of any of the above-mentioned materials that refer or relate in any way to the Sub-Adviser; (bB) The Trust Company and the Manager Adviser will furnish to the Sub-Adviser such information relating to either of them or the business affairs of the Trust Company as the Sub-Adviser shall from time to time reasonably request in order to discharge its obligations hereunder; (cC) The Manager Adviser agrees that neither the Manager Adviser nor affiliated persons of the Manager Adviser shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the TrustCompany, as they may be amended or supplemented from time to time, or in reports or proxy statements for the TrustCompany, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.