Common use of Compliance with Applicable Laws and Governing Documents Clause in Contracts

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that each Fund complies with all applicable statutes and regulations necessary to qualify such Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund, and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B has ceased to comply and will take all reasonable steps to adequately diversify the Series B so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 3 contracts

Samples: Sub Advisory Agreement (Security Growth & Income Fund/Ks/), Sub Advisory Agreement (SBL Fund), Sub Advisory Agreement (Security Large Cap Value Fund/Ks/)

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Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each the Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA")Act, the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall shall, solely with regard to those matters within its control, ensure that each the Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL the Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, Fund complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B the Fund has ceased to comply and will take all reasonable steps to adequately diversify the Series B Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each the Fund, (ii) the By-Laws of each Fund, the Fund and (iii) each the Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 3 contracts

Samples: Subadvisory Agreement (SBL Fund), Subadvisory Agreement (SBL Fund), Form of Subadvisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the respective Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall shall, solely with regard to those matters within its control, ensure that each Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund I in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, Fund complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B the Fund has ceased to comply and will take all reasonable steps to adequately diversify the Series B Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, Fund and (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 3 contracts

Samples: Form of Subadvisory Agreement (SBL Fund), Subadvisory Agreement (SBL Fund), Subadvisory Agreement (Security Equity Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directorsmembers, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund's ’s Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund's ’s Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company ActAct solely with regard to those matters within its control and based on information available to it, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulationsregulations applicable to investment advisers. In carrying out its obligations under this Agreement, the Subadviser shall ensure shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner that each Fund complies with all applicable statutes Section 851(b)(2) and regulations necessary to qualify such Fund as a Regulated Investment Company under Section 851(b)(3) of Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall (ii) invest the assets of Series B Z of SBL Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, Z complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series B Z has ceased to comply and will with Section 817(h) and, with respect to Section 817(h), shall take all reasonable steps to adequately diversify the Series B Z so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amendedAct, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's ’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Appears in 3 contracts

Samples: Sub Advisory Agreement (Security Equity Fund), Sub Advisory Agreement (SBL Fund), Sub Advisory Agreement (Security Equity Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the resepctive Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA")Act, the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that that, based on the information available to the Subadviser, each Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a the Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund T in such a manner as to ensure that that, based on the Series B complies, information available to the extent that such compliance is dependent on the Investments of such FundSubadviser, Series T complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B T has ceased to comply and will take all reasonable steps to adequately diversify the Series B T so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 2 contracts

Samples: Form of Sub Advisory Agreement (SBL Fund), Sub Advisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the respective Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall shall, solely with regard to those matters within its control, ensure that each Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund H and Series I in such a manner as to ensure that the Series B complies, to the extent that each such compliance is dependent on the Investments of such Fund, Fund complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B either Fund has ceased to comply and will take all reasonable steps to adequately diversify the Series B such Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, Fund and (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 2 contracts

Samples: Subadvisory Agreement (Security Equity Fund), Subadvisory Agreement (Security Equity Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each SBL Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each SBL Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA")Act, the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that each the Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a the Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund D in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, Fund complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B the Fund has ceased to comply and will take all reasonable steps to adequately diversify the Series B Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each SBL Fund, (ii) the By-Laws of each SBL Fund, (iii) each SBL Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's SBL Fund Board and the Adviser.

Appears in 2 contracts

Samples: Sub Advisory Agreement (SBL Fund), Form of Sub Advisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each the Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall shall, solely with regard to those matters within its control, ensure that each the Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a the Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL the Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, Fund complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B the Fund has ceased to comply and will take all reasonable steps to adequately diversify the Series B Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each the Fund, (ii) the By-Laws of each Fund, the Fund and (iii) each the Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 2 contracts

Samples: Subadvisory Agreement (SBL Fund), Subadvisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund's Board and the Adviser, after receipt of such documents, from the relevant Fund, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that that, each Fund complies with all applicable statutes and regulations necessary to qualify such Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B X of SBL Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, X complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other enacted modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B X has ceased to comply and will take all reasonable steps to adequately diversify the Series B X so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Security Equity Fund), Sub Advisory Agreement (Security Equity Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund's Board and the Adviser, after receipt of such documents, from the relevant Fund, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that each Fund the Global Series and the portion of Series D allocated to it by the Adviser complies with all applicable statutes and regulations necessary to qualify such each Fund (or portion thereof in the case of Series D) as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund (or portion thereof in the case of Series D) has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the portion of the assets of Series B of SBL Fund D allocated to it by the Adviser in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, portion complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other enacted modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that the portion of Series B D allocated to the Subadvser has ceased to comply and will take all reasonable steps to adequately diversify the assets of Series B D allocated to, so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 2 contracts

Samples: Sub Advisory Agreement (Security Equity Fund), Sub Advisory Agreement (Security Equity Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each SBL Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each SBL Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA")Act, the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that each that, based on the information available to the Subadviser, the Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a the Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL the Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, Fund complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B the Fund has ceased to comply and will take all reasonable steps to adequately diversify the Series B Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each SBL Fund, (ii) the By-Laws of each SBL Fund, (iii) each SBL Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's SBL Fund Board and the Adviser.

Appears in 2 contracts

Samples: Sub Advisory Agreement (SBL Fund), Form of Sub Advisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directorsmembers, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund's Board of Directors and the Adviser, after receipt of such documents, from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner that each Fund complies with all applicable statutes Section 851(b)(2) and regulations necessary to qualify such Fund as a Regulated Investment Company under Section 851(b)(3) of Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall (ii) invest the assets of Series B Z of SBL Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, Z complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series B Z has ceased to comply and will with Section 817(h) and, with respect to Section 817(h), shall take all reasonable steps to adequately diversify the Series B Z so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amendedAct, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Appears in 1 contract

Samples: Sub Advisory Agreement (Security Equity Fund)

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Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each SBL Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each SBL Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA")Act, the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that each the Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a the Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund W in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, Fund complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B the Fund has ceased to comply and will take all reasonable steps to adequately diversify the Series B Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each SBL Fund, (ii) the By-Laws of each SBL Fund, (iii) each SBL Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's SBL Fund Board and the Adviser. Notwithstanding the foregoing, the Subadviser shall have no responsibility to monitor compliance with limitations or restrictions for which information from the Adviser or its authorized agent is necessary to enable the Subadviser to monitor compliance with such limitations or restrictions, unless such information is provided to the Subadviser in writing and as otherwise agreed upon.

Appears in 1 contract

Samples: Sub Advisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each SBL Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each SBL Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA")Act, the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that that, based on the information available to the Subadviser, each Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a the Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund the Funds in such a manner as to ensure that that, based on the Series B complies, information available to the extent that such compliance is dependent on the Investments of such FundSubadviser, each Fund complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B a Fund has ceased to comply and will take all reasonable steps to adequately diversify the Series B Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each SBL Fund, (ii) the By-Laws of each SBL Fund, (iii) each SBL Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's SBL Fund Board and the Adviser.

Appears in 1 contract

Samples: Sub Advisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the respective Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall shall, solely with regard to those matters within its control, ensure that each Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund H in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, it complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B H has ceased to comply and will take all reasonable steps to adequately diversify the such Series B H so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, Fund and (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, Commission and (iv) policies, procedures and/or restrictions that are currently in effect for each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 1 contract

Samples: Subadvisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund's Board and the Adviser, after receipt of such documents, from the relevant Fund, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure that each Fund complies the Funds comply with all applicable statutes and regulations necessary to qualify such each Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund D in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, D complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other enacted modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B D has ceased to comply and will take all reasonable steps to adequately diversify the assets of Series B D, so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 1 contract

Samples: Sub Advisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall ensure shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner that each Fund complies with all applicable statutes Section 851(b)(2) and regulations necessary to qualify such Fund as a Regulated Investment Company under Section 851(b)(3) of Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund, and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall (ii) invest the assets of Series B I of SBL Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, I complies with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to qualify as a Regulated Investment Company or Series B I has ceased to comply and with Section 817(h) and, with respect to Section 817(h), will take all reasonable steps to adequately diversify the Series B I so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, and (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been provided to the Subadviser.

Appears in 1 contract

Samples: Sub Advisory Agreement (Security Equity Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the respective Fund's Board and the Adviser, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations. In carrying out its obligations under this Agreement, the Subadviser shall shall, solely with regard to those matters within its control, ensure that each Fund complies with all applicable statutes and regulations necessary to qualify such the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) to the extent that such compliance is dependent on the Investments of such Fund), and shall notify the Adviser immediately upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this Agreement, the Subadviser shall invest the assets of Series B of SBL Fund I and Series H in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, those funds comply with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective amendments or other modifications to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately upon having a reasonable basis for believing that Series B one or both of such funds has ceased to comply and will take all reasonable steps to adequately diversify the Series B each such fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. The Adviser has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the By-Laws of each Fund, Fund and (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed with the Commission, (iv) each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviser.

Appears in 1 contract

Samples: Subadvisory Agreement (SBL Fund)

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of its duties and obligations under this Agreement, the Subadviser and its directorsSub-Adviser shall with respect to Sub-Adviser Assets, officers, partners, employees and interested persons shall act in conformity with each Fund's Articles the Trust’s Declaration of Incorporation, Trust and By-LawsLaws (each dated November 27, 2007), the Prospectus, and currently effective registration statement the Instructions, will conform to and with the written instructions and directions of each Fund's Board and the Adviser, and shall comply with the applicable requirements of the Investment Company 1940 Act, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations, and will use reasonable efforts to provide information (upon reasonable request) to the Adviser related to a Fund’s requirement to comply with the gross income and diversification requirements of Sections 851(b)(2) and 851(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). In carrying out Notwithstanding the foregoing, the Adviser acknowledges that it is solely responsible for evaluating a Fund’s requirements pursuant to Section 851(b)(3) and Section 851(b)(2) of the Code. The Adviser will provide the Sub-Adviser with a copy of the minutes of the meetings of the Board to the extent they may affect a Fund or the duties of the Sub-Adviser, and with the copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement. The Adviser shall provide the Sub-Adviser such information as may reasonably be necessary for the Sub-Adviser to fulfill its compliance obligations under the immediately previous paragraph. The Adviser will provide the Sub-Adviser with reasonable (not less than 45 days) advance notice, in writing, of any change in a Fund’s investment objectives, policies and restrictions as stated in the Prospectus, and the Sub-Adviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Sub-Adviser Assets consistent with such changes. In addition to such notice, the Adviser shall ensure that each Fund complies with all applicable statutes and regulations necessary to qualify such Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) provide to the extent that Sub-Adviser a copy of a modified Prospectus reflecting such compliance is dependent on the Investments of such Fund, and shall notify changes. The Sub-Adviser hereby agrees to provide to the Adviser immediately in a timely manner, in writing, upon having a reasonable basis for believing that a Fund has ceased to so qualify or that it might not so qualify in the future. In carrying out its obligations under this AgreementAdviser’s written request, the Subadviser shall invest the assets of Series B of SBL Fund in such a manner as to ensure that the Series B complies, to the extent that such compliance is dependent on the Investments of such Fund, with the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder information relating to the diversification requirements for variable insurance contracts Sub-Adviser and its relationship to, and actions for, a Fund required by law to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, as the same may be amended from time to time (“Registration Statement”). The Sub-Adviser agrees that any prospective amendments or other modifications such information provided to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately specifically for inclusion in the Prospectus will be accurate in all material respects and not contain any omission of a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon having a reasonable basis for believing that Series B has ceased information furnished to comply and will take all reasonable steps the Sub-Adviser or to adequately diversify any affiliated person of the Series B so as to achieve compliance within Sub-Adviser by the grace period afforded by Regulation 1.817-5Adviser or the Trust. The Adviser has furnished shall provide the Subadviser Sub-Adviser with complete copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documentsRegistration Statement, if anyapplication for exemptive relief, as soon as practicable after such documents become available: (i) the Articles of Incorporation of each Fund, (ii) the Byrequest for no-Laws of each Fund, (iii) each Fund's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, as filed action relief or any order or response thereafter made with the CommissionSEC or the Internal Revenue Service with respect to the Trust, (iv) Sub-Adviser Assets, or any Fund that has Sub-Adviser Assets, promptly after each Fund's Prospectus, and (v) any written instructions of the respective Fund's Board and the Adviserfiling or document is made or submitted.

Appears in 1 contract

Samples: Dunham Funds Sub Advisory Agreement (Dunham Funds)

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