Agreement and Plan of ReorganizationAgreement and Plan of Reorganization • April 29th, 2011 • Columbia Funds Variable Series Trust II • Massachusetts
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of December 20, 2010, is by and among each entity identified in Exhibits A, B and C hereto as an Acquired Company (each an “Acquired Company”), on behalf of each series thereof, as applicable, identified in Exhibits A, B and C hereto as an Acquired Fund (each an “Acquired Fund”), each entity identified in Exhibits A, B and C hereto as an Acquiring Company (the “Acquiring Company”), on behalf of each series thereof identified in Exhibits A, B and C hereto as an Acquiring Fund (each an “Acquiring Fund”), and, for purposes of Sections 6.3 and 9.2 of this Agreement, Columbia Management Investment Advisers, LLC (“Columbia”).
Agreement and Plan of RedomicilingAgreement and Plan of Redomiciling • April 29th, 2011 • Columbia Funds Variable Series Trust II • Massachusetts
THIS AGREEMENT AND PLAN OF REDOMICILING dated as of December 20, 2010, is by and among each entity identified in Exhibit A hereto as an Acquired Company (each an “Acquired Company”), on behalf of each series thereof identified in Exhibit A hereto as an Acquired Fund (each an “Acquired Fund”), each entity identified in Exhibit A hereto as an Acquiring Trust (each an “Acquiring Trust”), on behalf of each series thereof identified in Exhibit A hereto as an Acquiring Fund (each an “Acquiring Fund”), and, for purposes of Sections 6.3 and 9.2 of this Agreement, Columbia Management Investment Advisers, LLC (“Columbia”).
INVESTMENT MANAGEMENT SERVICES AGREEMENT AMENDED AND RESTATEDInvestment Management Services Agreement • April 29th, 2011 • Columbia Funds Variable Series Trust II • Massachusetts
This Agreement, dated as of March 1, 2011, amended and restated March 7, 2011, is by and between is by and between Columbia Management Investment Advisers, LLC (formerly known as RiverSource Investments, LLC) (the “Investment Manager”), a Minnesota limited liability company and RiverSource Variable Series Trust (the “Registrant”), on behalf of its separate underlying series, as applicable, listed in Schedule A. The terms “Fund” or “Funds” are used to refer to either the Registrant or its underlying series, as context requires).
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT AMENDED AND RESTATEDTransfer and Dividend Disbursing Agent Agreement • April 29th, 2011 • Columbia Funds Variable Series Trust II • Massachusetts
This agreement (the “Agreement”) is made as of September 7, 2010, amended and restate March 11, 2011, by and between the trust or corporation acting on behalf of its series all as listed on Schedule A hereto (as the same may from time to time be amended to add or delete one or more series of such trusts or corporations) (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust), and Columbia Management Investment Services Corp., a Minnesota corporation (“CMISC”).
PLAN OF DISTRIBUTION AND AGREEMENT OF DISTRIBUTION AMENDED AND RESTATEDPlan of Distribution and Agreement • April 29th, 2011 • Columbia Funds Variable Series Trust II • Minnesota
The Plan of Distribution (“Plan”) and Agreement of Distribution (“Agreement”), effective May 1, 2009, amended and restated March 11, 2011 (together “Plan and Agreement”), is by and between Columbia Management Investment Distributors, Inc. (“Columbia Management Investment 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 (each a “fund” and collectively the “funds”) and share classes, listed in Schedule A. The terms “Fund” or “Funds” are used to refer to either the Registrants or the underlying series as context requires.
ADMINISTRATIVE SERVICES AGREEMENT AMENDED AND RESTATEDAsset Levels and Breakpoints • April 29th, 2011 • Columbia Funds Variable Series Trust II • Massachusetts
This Administrative Services Agreement (“Agreement”), dated as of January 1, 2011, amended and restated March 11, 2011, is by and between Columbia Management Investment Advisers, LLC (“Administrator”), a Minnesota limited liability company, and the registered investment companies listed in Schedule A (each a “Registrant”), each on behalf of its separate underlying series, as applicable, listed in Schedule A. The terms “Fund” or “Funds” are used to refer to either the Registrant or the underlying series as context requires.
Amendment Two to Amended and Restated Subadvisory AgreementSubadvisory Agreement • April 29th, 2011 • Columbia Funds Variable Series Trust II
The Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC (“Columbia Management”) and Threadneedle International Limited (“TINTL”) dated June 11, 2008, is amended as follows:
DISTRIBUTION AGREEMENT AMENDED AND RESTATEDDistribution Agreement • April 29th, 2011 • Columbia Funds Variable Series Trust II • Massachusetts
THIS AGREEMENT is made as of September 7, 2010, amended and restated March 11, 2011, by and between each trust or corporation (each such trust being hereinafter referred to as a “Trust” and each series of a Trust, if any, as listed on Schedule I, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust, as relevant), and Columbia Management Investment Distributors, Inc., a Delaware corporation (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio of the Trust established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I. For the avoidance of doubt, the provisions of this Agreement shall apply sep
