(▇▇▇▇▇▇▇▇ LASALLE GLOBAL REAL ESTATE FUND)
SUBADVISORY AGREEMENT
SUBADVISORY AGREEMENT, dated November 7, 2008 between RIVERSOURCE
INVESTMENTS, LLC, a Minnesota limited liability company (the "Manager") and
LASALLE INVESTMENT MANAGEMENT (SECURITIES), L.P., a Maryland limited partnership
(the "Subadviser").
WHEREAS, the Manager has entered into an Investment Management Services
Agreement, dated as of the date hereof (the "Management Agreement"), with
▇▇▇▇▇▇▇▇ LaSalle Real Estate Fund Series, Inc. (the "Corporation"), an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), to render or contract to obtain assistance in
rendering investment management services to ▇▇▇▇▇▇▇▇ LaSalle Global Real Estate
Fund (the "Fund"), a separate series of the Corporation, and to administer the
business and other affairs of the Fund; and
WHEREAS, the Manager desires to retain the Subadviser to assist in
providing investment advisory and other services to the Fund, and the Subadviser
is willing to render such services, effective as of the commencement of the
Fund's operations (the "Effective Date").
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. DUTIES OF THE SUBADVISER. (a) Subject in each case to the control of the
Board of Directors of the Corporation (the "Board") and in accordance with the
objectives, policies and principles set forth in the Registration Statement and
Prospectus(es) of the Fund (the "Registration Statement") and the requirements
of the 1940 Act, and in conjunction with and under the supervision of the
Manager, the Subadviser agrees to furnish the Manager and the Fund with such
investment advice, research and assistance as the Manager or the Fund shall from
time to time reasonably request. Without limiting the generality of the
foregoing, Subadviser shall manage the investments of the Fund in accordance
with the Registration Statement and in compliance with the requirements
applicable to registered investment companies under applicable laws and those
requirements applicable to regulated investment companies under Subchapter M of
the Internal Revenue Code of 1986, as amended ("Code"), and such other
limitations as the Manager or the Board may institute and inform the Subadviser
in writing are applicable.
(b) Subject to the foregoing, the Subadviser shall (i) participate in the
development of the Fund's overall investment strategy and in the
determination of investment allocations, (ii) provide investment
advice and research to the Fund with respect to existing and potential
investments in securities, including company visits and meetings with
management, (iii) determine securities and other assets for
investment, (iv) select brokers and dealers, and (v) cause the
execution of trades; provided that, until Subadviser is notified
otherwise by the Manager, the Manager shall determine (in consultation
with the Subadviser) the amount of assets that shall be Uninvested
Assets (as defined below) of the Fund and retain the authority and
responsibility for investment and reinvestment of Uninvested Assets.
In providing these services, the Subadviser will conduct a continual
program of investment, evaluation and, if appropriate, sale and
reinvestment of the Fund's assets. The Subadviser will make available
representatives to report in person to the Board at least
semi-annually on investment results, regulatory compliance with
respect to the Fund's investments and other matters that the Manager
or the Board may reasonably request. The Subadviser shall also provide
such reports and other information to the Manager or the Board as such
persons may reasonably request. For purposes of this Section 1(b),
"Uninvested Assets" means any assets of the Fund that are in cash,
cash equivalents or money market instruments.
(c) The Subadviser agrees to provide, subject to any obligations or
undertakings by the Manager reasonably necessary to maintain the
confidentiality of the Subadviser's non-public information, any and
all information, records and supporting documentation about the
composite of accounts and the funds the Subadviser manages that have
investment objectives, policies, and strategies substantially similar
to those employed by the Subadviser in managing the Fund which may be
reasonably necessary, under applicable laws, to allow the Corporation
or its agent to present
historical performance information concerning the Subadviser's
substantially similarly managed accounts and funds, for inclusion in
the Fund's Prospectus(es) and any other reports and materials prepared
by the Corporation or its agent, in accordance with regulatory
requirements or as requested by applicable federal or state regulatory
authorities.
(d) Portfolio accounting and pricing for the Fund will be the ultimate
responsibility of a third party accounting agent or administrator;
however, in the event that an asset under the supervision of the
Subadviser cannot be priced by a pricing source authorized by the
Manager or market quotations are not readily available (as
contemplated in the Fund's valuation procedures), the Subadviser will
provide the third party accounting agent or administrator with the
"fair value" for such asset in accordance with the Fund's valuation
procedures. With respect to Fund investments under the supervision of
the Subadviser, the Subadviser shall provide reasonable assistance to
the Manager and the Fund's custodians ("Custodians"), third party
accounting agents and administrators to assist in trade settlement,
dividend processing and corporate actions affecting the Fund's
investments and will provide to the Manager and such Custodians, third
party accounting agents or administrators executed trade information
which may be transmitted by computer or other acceptable electronic
medium. Subadviser will not be responsible for any loss to the extent
incurred by reason of any act or omission of any of the third party
accounting agents or administrators or Custodians and will not take
custody of any Fund investments.
(e) The Subadviser agrees to keep, and to preserve for the prescribed
periods, all records relating to its activities hereunder that are
required by the 1940 Act and the Investment Advisers Act of 1940, as
amended (the "Advisers Act"). The Subadviser hereby agrees that any
and all records which it maintains for the Fund are the property of
the Corporation and further agrees to surrender promptly to the
Corporation copies of any of such records upon the Fund's or the
Manager's request, provided, however, that Subadviser may retain
copies of any records. Nothing herein shall prohibit the Subadviser
from using the performance track record of the Fund, including
following any termination of this Agreement, to the extent such use is
otherwise consistent with applicable law, rules and regulations.
(f) With respect to any investment company in the RiverSource complex of
funds, (i) the Subadviser will not consult with any other subadviser
(other than a Subadviser Affiliate as defined in Section 13(c) below)
(each a "Non-affiliated Subadviser") to that investment company
(including, in the case of an offering of securities subject to
Section 10(f) of the 1940 Act, any Non-affiliated Subadviser that is a
principal underwriter or an affiliated person of a principal
underwriter of such offering) concerning transactions for that
investment company in securities or other assets, except, in the case
of transactions involving securities of persons engaged in
securities-related businesses, for purposes of complying with the
conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940
Act; and (ii) if the Subadviser and any Non-affiliated Subadviser are
providing investment advice to that investment company, the investment
advice provided by Subadviser to that investment company will be
limited to the assets for which Subadviser is responsible. The Manager
shall provide a current list of all Non-affiliated Subadvisers to the
RiverSource complex of funds to the Subadviser and shall update such
list promptly upon any additions or departures of such Non-affiliated
Subadvisers to the RiverSource complex of funds.
(g) The Subadviser shall exercise its best judgment in rendering its
services described in this Agreement. However, subject to Section 36
of the 1940 Act, the Subadviser shall not be liable to the Fund for
any error of judgment or mistake of law or for any loss arising out of
any investment or for any act or omission in the performance of its
duties under this Agreement except for willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Agreement;
provided, however, that the Subadviser shall be liable for any loss
incurred by the Fund, the Manager or their respective affiliates to
the extent such losses arise out of any act or omission directly
attributable to the Subadviser which results, directly or indirectly,
in an error in the net asset value of the Fund.
2. EXPENSES. The Subadviser shall furnish at its own expense, (i) all
necessary investment and management facilities, including salaries of clerical
and other personnel required for it to execute its duties
hereunder, (ii) administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of the investment
advisory affairs of the Fund, and (iii) all travel expenses in connection with
its services to the Fund. Except for expenses specifically assumed or agreed to
be paid by the Subadviser under this Agreement, the Subadviser shall not be
liable for any expenses of the Manager or the Fund including, without
limitation, (i) interest and taxes, (ii) brokerage commissions and other costs
in connection with the purchase or sale of securities or other investment
instruments with respect to the Fund, and (iii) custodian, third party
accounting agent or administrator fees and expenses.
3. COMPENSATION. (a) As compensation for the services performed by the
Subadviser pursuant to Section 1, the Manager will pay to the Subadviser each
month a fee equal to 50% of the amount of the investment management fee payable
to the Manager with respect to that month pursuant to the terms of the
Management Agreement then in effect. Such compensation shall be paid by the
Manager to the Subadviser as soon as practicable following receipt by the
Manager of its investment management fees from the Fund (but no later than 10
business days following such receipt).
(b) If the Subadviser shall serve hereunder for less than the whole of any
month, the fee hereunder shall be prorated.
(c) Any fee payable to the Subadviser under this Agreement shall be paid
to the Subadviser or to an affiliate of the Subadviser at an address
or to an account designated by the Subadviser.
4. PURCHASE AND SALE OF ASSETS. (a) The Subadviser shall purchase
securities and other assets from or through and sell securities or other assets
to or through such persons, brokers or dealers as the Subadviser shall deem
appropriate in order to carry out the policy with respect to allocation of
portfolio transactions as set forth in the Registration Statement and as the
Board may direct from time to time. In providing the Fund with investment
management and supervision, it is recognized that the Subadviser will seek best
execution and, consistent with such policy, may give consideration to the
research, statistical and other services furnished by brokers or dealers to the
Subadviser for its use, to the general attitude of brokers or dealers toward
investment companies and their support of them, and to such other considerations
as the Board may direct or authorize from time to time.
Notwithstanding the above, it is understood that it may be desirable
for the Fund that the Subadviser have access to supplemental
investment and market research and security and economic analysis
provided by brokers who execute brokerage transactions at a higher
cost to the Fund than may result when allocating brokerage to other
brokers. Therefore, the Subadviser is authorized to place orders for
the purchase and sale of securities of the Fund with such brokers,
subject to review by the Board from time to time with respect to the
extent and continuation of this practice. It is understood that the
services provided by such brokers may be useful to the Subadviser in
connection with its services to other clients as well as the Fund.
(b) Subadviser will not be responsible for any act or omission by brokers
and dealers selected by the Subadviser in accordance with Section 1(g)
of this Agreement, provided that such brokers or dealers were selected
with reasonable care.
(c) Subadviser may, to the extent permitted by applicable laws and
regulations, but shall be under no obligation to, aggregate securities
to be sold or purchased on behalf of the Fund with those of other
clients.
5. SUBADVISER'S REPRESENTATIONS. Subadviser represents, warrants and
covenants to Corporation and the Manager that:
(a) It is duly formed, validly existing and in good standing under the
laws of the State of Maryland and has full power and authority to
enter into and perform its obligations under this Agreement;
(b) It has duly authorized, executed and delivered this Agreement and
intends that it shall constitute a valid and binding agreement
enforceable in accordance with its terms, except to the extent limited
by the principles of equity and public policy;
(c) It is registered as an investment adviser under the Advisers Act;
(d) Its entry into, and performance of any duties or actions under, this
Agreement shall at all times be in accordance with all applicable laws
and regulations;
(e) It shall deliver to the Corporation and the Manager (i) a copy of
Subadviser's Form ADV, Part II (or similar disclosure document) and
each update thereof, (ii) Subadviser's proxy voting policies and each
update thereof, (iii) Subadviser's Code of Ethics, including any code
adopted under Rule 17j-1 of the 1940 Act, and each update thereof and
(iv) such other information (e.g., disclosures, policies, violations
of Code of Ethics or other materials) as reasonably requested by the
Manager or the Board to the extent such information is required to be
delivered or made available under the 1940 Act or Advisers Act or
rules and regulations promulgated thereunder or in connection
therewith;
(f) Its Form ADV and each investment performance composite and
accompanying disclosures provided by the Subadviser to the Manager or
the Board include all material information that is required to be
stated therein or necessary to make the statements therein not
misleading;
(g) It shall not execute trades with broker-dealers who are "affiliated
persons" (within the meaning of the ▇▇▇▇ ▇▇▇) of the Subadviser,
without the prior approval of the Manager and, to the extent necessary
to comply with the 1940 Act, the Board;
(h) It shall notify the Manager and the Board of any change in the
membership of its partnership within a reasonable time after such
change;
(i) It has adopted procedures reasonable necessary to prevent "access
persons" (within the meaning of Rule 17j-1) from violating its Code of
Ethics; and
(j) It will promptly notify the Manager in writing in the event that any
of the foregoing ceases to be true.
6. MANAGER'S REPRESENTATIONS. Manager represents, warrants and covenants to
Subadviser that:
(a) It is duly formed, validly existing and in good standing under the
laws of the State of Minnesota and has full power and authority to
enter into and perform its obligations under this Agreement;
(b) It has duly authorized, executed and delivered this Agreement and
intends that it shall constitute a valid and binding agreement
enforceable in accordance with its terms, except to the extent limited
by the principles of equity and public policy;
(c) It is registered as an investment adviser under the Advisers Act;
(d) Its entry into, and performance of any duties or actions under, this
Agreement shall at all times be in accordance with all applicable laws
and regulations;
(e) Assuming the accuracy of the representations, warranties and covenants
of the Subadviser contained herein and the due performance of the
Subadviser of its obligations hereunder, the Fund's Registration
Statement, to Manager's best knowledge, is in compliance in all
material respects with applicable federal and state laws and
regulations.
(f) It will promptly notify the Subadviser in writing in the event that
any of the foregoing ceases to be true.
7. SERVICE TO OTHER CLIENTS. The services of the Subadviser are not to be
deemed exclusive to the Fund, it being understood that the Subadviser may
perform investment advisory services for various other clients, and it is
acknowledged that the Subadviser may give advice and take action with respect to
any of its other clients which may differ or be contrary to, advice given, or
from timing or nature of actions taken, with respect to the assets of the Fund.
To the extent permitted by applicable law, Subadviser may purchase, or recommend
purchase, for the Fund securities owned by the Subadviser, its partners or
affiliates, securities of companies for which an affiliate or Subadviser acts as
financial adviser or performs other
investment banking services, or securities of companies where partners or
employees of Subadviser, or its affiliates, serve on the board of directors.
8. DELIVERY OF DOCUMENTS AND NOTICE OF EVENTS. The Manager agrees to
promptly furnish the Subadviser with the Management Agreement, the Fund's
Articles of Incorporation and Bylaws, the Fund's Registration Statement, the
Fund's prospectus(es) and Statement of Additional Information, proxy statements,
reports to stockholders, any policies properly Board authorized affecting
management and any other items reasonably requested by the Subadviser. The
Manager further agrees to promptly provide the Subadviser with copies of all
amendments of or supplements to all of the foregoing.
9. INDEMNIFICATION. (a) Subadviser agrees to hold harmless and indemnify
the Manager from and against any loss or damages arising out of Subadviser's
breach of this Agreement or arising out of the willful misfeasance, bad faith or
gross negligence on Subadviser's part in the performance of its duties, or from
reckless disregard of its obligations and duties, under this Agreement.
(b) The Manager agrees to hold harmless and indemnify Subadviser from and
against any loss or damages arising out of the Manager's breach of
this Agreement or arising out of the willful misfeasance, bad faith or
gross negligence on the Manager's part in the performance of its
duties, or from reckless disregard of its obligations and duties,
under this Agreement.
(c) The Manager acknowledges and agrees that the Subadviser makes no
representation, warranty, express or implied, that any level of
performance or investment results will be achieved by the Fund or that
the Fund will perform comparably with any standard index, including
other clients of the Subadviser, whether public or private.
10. COOPERATION AND PROVISION OF CERTAIN INFORMATION. The Subadviser shall
promptly notify the Manager (1) in the event the SEC or other governmental
authority has censured the Subadviser or a LaSalle Affiliate (as defined in
Section 13 hereof); placed limitations upon the activities, functions or
operations of Subadviser or a LaSalle Affiliate; suspended or revoked the
registration, if any, of Subadviser or a LaSalle Affiliate as an investment
adviser; or has commenced proceedings or an investigation that may result in any
of these actions or (2) upon having a reasonable basis for believing that the
Fund has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Code. The Manager shall promptly notify the
Subadviser (1) in the event the SEC or other governmental authority has censured
the Manager; placed limitations upon its activities, functions or operations;
suspended or revoked its registration, if any, as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions or (2) upon having a reasonable basis for believing that the Fund has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Code. The Subadviser further agrees to notify the Manager
promptly of any material fact known to the Subadviser respecting or relating to
the Subadviser or LaSalle Affiliate that is not contained in the Prospectus, and
is required to be stated therein or necessary to make the statements therein not
misleading, or of any statement relating to Subadviser or a LaSalle Affiliate
contained therein that becomes untrue in any material respect. As reasonably
requested by the Manager or the Board and in accordance with the scope of
Subadviser's obligations and responsibilities contained in this Agreement,
Subadviser will cooperate with, and provide assistance to, the Manager or the
Corporation as needed in order for the Manager and the Corporation to comply
with applicable laws, rules and regulations, including, but not limited to,
compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated
by the SEC thereunder.
11. USE OF NAMES. The Subadviser shall not use the name, logo, insignia, or
other identifying ▇▇▇▇ of the Corporation, the Fund or the Manager or any of
their affiliates or any derivative or logo or trade or service ▇▇▇▇ thereof, or
disclose information related to the business of the Manager or any of its
affiliates in material relating to the Subadviser in any manner not approved
prior thereto by the Manager; provided, however, that the Manager shall approve
all uses of its or the Corporation's name and that of their affiliates which
merely refer in accurate terms to the appointment of the Subadviser hereunder or
which are required by the SEC or a state securities commission; and provided,
further, that in no event shall such approval be unreasonably withheld. The
Manager shall not use the name, logo, insignia, or other identifying ▇▇▇▇ of the
Subadviser or any of its affiliates in any prospectus, sales literature or other
material relating to the Corporation in any manner not approved prior thereto by
the Subadviser; provided, however, that the
Subadviser shall approve all uses of its name which merely refer in accurate
terms to the appointment of the Subadviser hereunder or which are required by
the SEC or a state securities commission, and Subadviser hereby expressly
consents to the use of its name in the name of the Fund and the Corporation; and
provided, further that in no event shall such approval be unreasonably withheld.
The Manager and the Fund acknowledge and agree that the Subadviser may withdraw
the use of its name in the Fund and the Corporation should it cease to act as
subadviser to the Fund.
12. NOTICES. Any notice required or permitted hereunder shall, unless
expressly permitted otherwise hereunder, be in writing and shall be given by
personal service, mail or facsimile to the other party as set forth below.
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise), or upon receipt
of a facsimile, whichever occurs first.
Notice to the Manager shall be to:
RiverSource Investments, LLC
c/o Ameriprise Financial, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Notice to the Subadviser shall be to:
LaSalle Investment Management (Securities), L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: CEO
Notice to the Fund shall be to:
▇▇▇▇▇▇▇▇ LaSalle Global Real Estate Fund
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Secretary
A party may change its notice address at any time by written communication
to the other parties.
13. TERM OF AGREEMENT. (a) This Agreement shall become effective on the
Effective Date and shall continue in full force and effect until November 7,
2010 and from year to year thereafter if such continuance is approved in the
manner required by the 1940 Act. This Agreement may be terminated at any time,
without payment of penalty, by the Fund on 60 days' written notice to the
Subadviser by vote of the Board or by vote of a majority of the outstanding
voting securities (as defined by the ▇▇▇▇ ▇▇▇) of the Fund. This Agreement also
may be terminated by the Subadviser or the Manager as of that date or as of the
end of any calendar year thereafter upon not less than 60 days' written notice
to the other and to the Fund.
(b) This Agreement will automatically terminate in the event of its
assignment (within the meaning of the ▇▇▇▇ ▇▇▇) or upon the
termination of the Management Agreement.
(c) Notwithstanding the prohibition on assignment in paragraph (b) of this
Section 13, the Subadviser may retain LaSalle Investment Management
Securities B.V., an entity organized under the laws of the
Netherlands, or any other affiliate of Subadviser (collectively, the
"Subadviser Affiliates", and together with the directors, officers,
employees and agents of the Subadviser Affiliates, the "LaSalle
Affiliates") to provide advisory services to the Fund; provided that
(i) Subadviser shall supervise such LaSalle Affiliates with respect to
investment advisory services provided to the Fund; (ii) Subadviser
shall remain responsible for the due performance of Subadviser's
obligations hereunder and shall be responsible for any acts or
omissions of such LaSalle Affiliates to the same extent that
Subadviser would be responsible for such acts or omissions under the
terms of this Agreement if Subadviser had acted or omitted to act;
(iii) each Subadviser Affiliate executes an agreement with Subadviser
that includes terms substantially similar to those set forth in
Appendix A and any terms required under the 1940 Act (e.g., no
assignment and required
termination provisions), and such agreement is approved by the
Corporation's Board of Directors and stockholders of the Funds to the
extent required by the 1940 Act; and (iv) Subadviser and not the Fund
or the Manager shall pay any fees or expenses that may be payable to
any LaSalle Affiliate.
14. AMENDMENTS. This Agreement may be amended by consent of the parties
hereto provided that the consent of the Fund is obtained in accordance with the
requirements of the 1940 Act.
15. MISCELLANEOUS. (a) Entire Agreement. This Agreement shall constitute
the entire agreement between the parties with respect to the subject matter
hereof and shall supersede any and all prior agreements and understandings,
whether written or verbal.
(b) Governing Law. This Agreement shall be construed and interpreted under
the laws of the State of New York applicable to contracts executed and
performed entirely in the State of New York. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to
require, or to impose any duty upon, either of the parties to do
anything in violation of any applicable laws or regulations.
(c) Waiver. Failure of a party to insist upon strict adherence to any term
of this Agreement on any occasion shall not be considered to be a
waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
(d) Enforceability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it
shall nevertheless remain applicable to all other persons and
circumstances.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which taken together shall constitute one and
the same instrument.
(f) Headings. The section and paragraph headings contained in this
Agreement are for reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the Manager and the Subadviser have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
RIVERSOURCE INVESTMENTS, LLC
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and CIO
LASALLE INVESTMENT MANAGEMENT
(SECURITIES), L.P.
BY ITS GENERAL PARTNER, LASALLE
INVESTMENT MANAGEMENT
(SECURITIES), INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Managing Director
APPENDIX A
REQUIRED TERMS OF AGREEMENT BETWEEN SUBADVISER AND ITS AFFILIATES
Representations and Covenants of Subadviser Affiliates.
(a) It is duly formed, validly existing and in good standing under the
laws of the country/state where organized and has full power and
authority to enter into and perform its obligations under this
Agreement;
(b) It has duly authorized, executed and delivered this Agreement and
intends that it shall constitute a valid and binding agreement
enforceable in accordance with its terms, except to the extent limited
by the principles of equity and public policy;
(c) It is registered as an investment adviser under the Advisers Act;
(d) Its entry into, and performance of any duties or actions under, this
Agreement shall at all times be in accordance with all applicable laws
and regulations;
(e) It shall deliver to the Corporation and the Manager (i) a copy of its
Form ADV, Part II (or similar disclosure document) and each update
thereof, (ii) its proxy voting policies and each update thereof, (iii)
its Code of Ethics, including any code adopted under Rule 17j-1 of the
1940 Act, and each update thereof and (iv) such other information
(e.g., disclosures, policies, violations of Code of Ethics or other
materials) as reasonably requested by the Manager or the Board to the
extent such information is required to be delivered or made available
under the 1940 Act or Advisers Act or rules and regulations
promulgated thereunder or in connection therewith;
(f) Its Form ADV and each investment performance composite and
accompanying disclosures provided by it to the Manager or the Board
include all material information that is required to be stated therein
or necessary to make the statements therein not misleading;
(g) It shall not execute trades with broker-dealers who are "affiliated
persons" (within the meaning of the ▇▇▇▇ ▇▇▇) of it or the Subadviser,
without the prior approval of the Manager and, to the extent necessary
to comply with the 1940 Act, the Board;
(h) If a partnership, it shall notify the Manager and the Board of any
change in the membership of its partnership within a reasonable time
after such change;
(i) It has adopted procedures reasonable necessary to prevent "access
persons" (within the meaning of Rule 17j-1) from violating its Code of
Ethics;
(j) It will make available representatives to report in person to the
Board on investment results, regulatory compliance with respect to the
Fund's investments and other matters to the extent the Manager or the
Board may reasonably request. It shall also provide such reports and
other information to the Manager or the Board as such persons may
reasonably request;
(k) As reasonably requested by the Manager or the Board and in accordance
with the scope of the obligations and responsibilities contained in
this Agreement, it will cooperate with, and provide assistance to,
Subadviser, Manager or the Corporation as needed in order for
Subadviser, Manager and the Corporation to comply with applicable
laws, rules and regulations, including, but not limited to, compliance
with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated
by the SEC thereunder;
(l) With respect to any investment company in the RiverSource complex of
funds, (i) it will not consult with any other subadviser (other than
the Subadviser or its affiliates) (each a "Non-affiliated Subadviser")
to that investment company (including, in the case of an offering of
securities subject to Section 10(f) of the 1940 Act, any
Non-affiliated Subadviser that is a
principal underwriter or an affiliated person of a principal
underwriter of such offering) concerning transactions for that
investment company in securities or other assets, except, in the case
of transactions involving securities of persons engaged in
securities-related businesses, for purposes of complying with the
conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940
Act; and (ii) if it and any Non-affiliated Subadviser are providing
investment advice to that investment company, the investment advice
provided by it to that investment company will be limited to the
assets for which it is responsible; and
(m) It will promptly notify the Manager in writing in the event that any
of the foregoing ceases to be true.