Seligman Portfolios Inc/Ny Sample Contracts

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WITNESSETH:
Custody Agreement • April 28th, 1998 • Seligman Portfolios Inc/Ny • New York
RECITALS
Agency Agreement • April 28th, 1998 • Seligman Portfolios Inc/Ny
NY12527:131901.1 NY12527:131901.1 MANAGEMENT AGREEMENT
Management Agreement • February 27th, 2004 • Seligman Portfolios Inc/Ny • New York
INVESTMENT LETTER
Investment Letter • April 28th, 2000 • Seligman Portfolios Inc/Ny
RECITALS
Recordkeeping Agreement • April 28th, 1998 • Seligman Portfolios Inc/Ny
INVESTMENT MANAGEMENT SERVICES AGREEMENT AMENDED AND RESTATED
Investment Management Services Agreement • April 30th, 2009 • Seligman Portfolios Inc/Ny • Minnesota

This Agreement dated as of November 7, 2008, amended and restated April , 2009, is by and between RiverSource Investments, LLC (the “Investment Manager”), a Minnesota limited liability company and Seligman Portfolios, Inc. (the “Registrant”), a Maryland corporation, on behalf of its underlying series listed in Schedule A (the term “Fund” or “Funds” is used to refer to either the Registrant or its underlying series, as context requires).

FEE CAP/FEE WAIVER AGREEMENT AMENDED AND RESTATED
Fee Waiver Agreement • April 30th, 2009 • Seligman Portfolios Inc/Ny

This Agreement, dated Oct. 1, 2005, as amended and restated April , 2009, is between each of the investment companies (each a “Registrant”), on behalf of its underlying series funds, as listed in Schedule A (the term “Fund” is used to refer to either the Registrant or the series as context requires), and RiverSource Investments, LLC, in its capacity as investment manager of the Funds, Ameriprise Financial, Inc, in its capacity as administrator of the Funds, RiverSource Service Corporation, in its capacity as transfer agent of the Funds, and RiverSource Fund Distributors, Inc. and RiverSource Distributors, Inc, in their capacity as principal underwriters and distributors of the Funds (collectively referred to as the “Service Providers”). Under this Agreement, the Service Providers hereby agree to waive all or a portion of the fees they earn and/or cap or reimburse expenses of each Fund incurred in connection with the services they provide to the Funds, in an amount equal to the amount b

FORM OF MANAGEMENT AGREEMENT
Management Agreement • February 15th, 1996 • Seligman Portfolios Inc/Ny • New York
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PLAN ADMINISTRATION SERVICES AGREEMENT AMENDED AND RESTATED
Plan Administration Services Agreement • April 30th, 2009 • Seligman Portfolios Inc/Ny • Minnesota

PLAN ADMINISTRATION SERVICES AGREEMENT (“Agreement”) dated as of December 1, 2006, amended and restated April , 2009, by and among RiverSource Service Corporation, a Minnesota corporation (“RiverSource Service Corporation”), and each of the registrants (acting separately on behalf of their series) identified from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 30th, 2009 • Seligman Portfolios Inc/Ny • New York

WHEREAS, the Manager has entered into an Investment Management Services Agreement, dated as of the date hereof (the “Management Agreement”), with Seligman Portfolios, 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 the Corporation, and to administer the business and other affairs of the Corporation; and

WAIVER/REIMBURSEMENT AGREEMENT
Reimbursement Agreement • July 21st, 2008 • Seligman Portfolios Inc/Ny

This WAIVER/REIMBURSEMENT AGREEMENT, dated as of ________, 2008, is between SELIGMAN PORTFOLIOS, INC., a Maryland corporation (the “Fund”), on behalf of Seligman Large-Cap Value Portfolio (the “Portfolio”), and J. & W. SELIGMAN & CO. INCORPORATED, a Delaware corporation (the “Manager”). The Manager hereby agrees to waive its management fee and/or reimburse the Portfolio’s “other expenses” to the extent set forth in the Portfolio’s prospectus included in the Fund’s Registration Statement filed on or about October 1, 2008 with the Securities and Exchange Commission.

INVESTMENT LETTER
Seligman Portfolios Inc/Ny • April 30th, 1999
GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 29th, 2008 • Seligman Portfolios Inc/Ny • New York

This Agreement, dated May 8, 2007, amends and restates the Custody Agreement dated May 1, 1996 between JPMORGAN CHASE BANK, N.A. (“Bank”), as successor by operation of law to Morgan Stanley Trust Company, with a place of business at 4 MetroTech Center, Brooklyn, NY, 11245; and each investment company listed on Schedule A hereto, as may be amended from time to time, incorporated herein by reference, (each a “Customer”) each having its place of business at 100 Park Avenue, New York, NY 10017.

TRANSFER AGENCY AND SERVICING AGREEMENT AMENDED AND RESTATED
Transfer Agency and Servicing Agreement • April 30th, 2009 • Seligman Portfolios Inc/Ny • Minnesota

This Transfer Agency and Servicing Agreement (“Agreement”), dated as of November 8, 2007, amended and restated April , 2009, is by and between RiverSource Service Corporation (“Transfer Agent”), a Minnesota corporation, and RiverSource Variable Series Trust, a Massachusetts business trust and Seligman Portfolios, Inc., a Maryland corporation, (“Registrant” or “Registrants”) on behalf of the underlying series listed in Schedule A (each a “Fund” and collectively the “Funds”). The terms “Fund” or “Funds” are used to refer to either the Registrant or the underlying series as context requires. The Fund and the Transfer Agent are collectively referred to as the “parties.”

PLAN OF DISTRIBUTION AND AGREEMENT OF DISTRIBUTION
Plan of Distribution And • April 30th, 2009 • Seligman Portfolios Inc/Ny • Minnesota

The Plan of Distribution (“Plan”) and Agreement of Distribution (“Agreement”), effective April , 2009, (together “Plan and Agreement”), is by and between RiverSource Fund Distributors, Inc. (“RiverSource Fund Distributors” or the “Distributor”), a Delaware corporation, principle underwriter of RiverSource Variable Series Trust and Seligman Portfolios, Inc. pursuant to a separate distribution agreement (“Distribution Agreement”), for distribution services to the funds, and RiverSource Variable Series Trust, a Massachusetts business trust, and Seligman Portfolios, Inc., a Maryland corporation (“Registrant” or “Registrants”), on behalf of their underlying series, listed in Schedule A (each a “fund” and collectively the “funds”). The terms “Fund” or “Funds” are used to refer to either the Registrants or the underlying series as context requires.

INVESTMENT LETTER
Seligman Portfolios Inc/Ny • April 30th, 1999
RECITALS
First Amendment of Agency Agreement • April 28th, 1998 • Seligman Portfolios Inc/Ny
WAIVER/REIMBURSEMENT AGREEMENT
Waiver/Reimbursement Agreement • April 27th, 2007 • Seligman Portfolios Inc/Ny

WAIVER/REIMBURSEMENT AGREEMENT, dated as of May 1, 2007, between SELIGMAN PORTFOLIOS, INC., a Maryland corporation (the “Fund”), on behalf of Seligman International Growth Portfolio (the “Portfolio”), and J. & W. SELIGMAN & CO. INCORPORATED, a Delaware corporation (the “Manager”). The Manager hereby agrees to waive its management fee and/or reimburse the Portfolio’s “other expenses” to the extent set forth in the Fund’s prospectuses included in the Fund’s Registration Statement filed on or about April 25, 2007 with the Securities and Exchange Commission.

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