Subadviser Sample Clauses

Subadviser. The Subadviser represents and warrants to the Adviser that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; and (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be the legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms hereof, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditorsrights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law).
Subadviser. The Subadviser represents and warrants to the Adviser that: (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Subadviser and when executed and delivered by the Subadviser will be a legal, valid and binding obligation of the Subadviser, enforceable against the Subadviser in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditorsrights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) the Subadviser is registered as an investment adviser under the Advisers Act; (v) the Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that the Subadviser and certain of its employees, officers and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to the Adviser, and shall cause its employees, officers and directors to furnish to the Adviser all reports and information required to be provided under such code of ethics with respect to such persons; (vi) the Subadviser has adopted written compliance policies and procedures reasonably designed to prevent violations of the Advisers Act and the rules promulgated thereunder and the Subadviser agrees to provide: (a) from time to time a copy and/or summary of such compliance policies and procedures and an accompanying certification certifying that the Subadviser’s compliance policies and procedures complies with the Advisers Act (b) a report of the annual review determining the adequacy and effectiveness of the Subadviser’s compliance policies and procedures; (c) the name of the Subadviser’s Chief Compliance Officer to act as a liaison for compliance issues that may arise between the Fund and the Subadviser; (vii) the Subadviser is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (viii) the Subadviser will promptly notify the Adviser of the occurrence of a...
Subadviser. At its own expense, the Adviser may carry out any of its obligations under this Agreement by employing, subject to the direction and control of the Board, one or more persons who are registered as investment Adviser pursuant to the Adviser Act or who are exempt from registration thereunder (“Subadviser”). Each Subadvisers’ employment will be evidenced by a separate written agreement approved by the Board and, if required, by the shareholders of the applicable Fund. The Adviser shall not be liable hereunder for any act or omission of any Subadviser, except to exercise good faith in the employment of the Subadviser and except with respect to matters as to which the Adviser assumes responsibility in writing.
Subadviser. The Adviser may employ one or more subadvisers to perform such of the acts and services of the Adviser, and upon such terms and conditions as may be agreed upon between the Adviser and such subadviser and agreed or approved by the Trustees of the Fund, all as permitted by the 1940 Act.
Subadviser. The Subadviser represents and warrants to the Adviser that (i) the retention of the Subadviser by the Adviser as contemplated by this Agreement is authorized by the Subadviser’s governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which the Subadviser or its property is bound, whether arising by contract, operation of law or
Subadviser. Subadviser shall be liable for any and all direct losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, AMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, AMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to AMCO or the Trust by Subadviser Indemnities (as defined below) for use therein. Subadviser shall indemnify and hold harmless the AMCO Indemnities for any and all such losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses); provided, however, that in no case is Subadviser’s indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.
Subadviser. Notwithstanding any other provision of this Agreement, the Fund and the Manager may agree to the employment of a subadviser to the Fund for the purpose of providing investment advisory services with respect to the Portfolio, provided that the compensation to be paid to such subadviser shall be the sole responsibility of the Manager and the duties and responsibilities of the subadviser shall be as set forth in a subadvisory agreement among the Manager, the subadviser and the Fund on behalf of the Portfolio.
Subadviser. Phoenix Investment Counsel, Inc. One American Row Hartford, Connecticut 06115 Attention: Ms. Kathleen A. Bloomquist Adviser: SunAmerica Asset Management Corp. 733 Third Avenue New York, New York 10017 Attn: Robert M. Zakem Senior Vice President General Counsel with a copy to: SunAmerica Inc. 1 SunAmerica Center Century City Los Angeles, California 90067-6022 Attn: Susan L. Harris Vice President, Associate General Counsel and Secretary
Subadviser. The Subadviser represents and warrants to the Manager that:
Subadviser. Jennison Associates LLC 466 Lexington Avenue New York, New York 10017 Attention: Mehdi A. Mahmud, Vice Chairman and Managing Director Facsimile: (212) 661-3189 with a copy to (at the address set forth above): Attention: Legal Department Facsimile: (212) 682-9831 E-mail: legaldepartment@jennison.com Investment Manager: Joseph Nee Vice President Product Management and Development RiverSource Investments, LLC 1489 Ameriprise Financial Center Minneapolis, MN 55474 Tel: (612) 678-7644 Fax: (612) 671-7801 with a copy to: Christopher O. Petersen Vice President and Group Counsel Ameriprise Financial 50606 Ameriprise Financial Center Minneapolis, MN 55474 Tel: (612) 671-4321 Fax: (612) 671-3767