Trust for Advised Portfolios Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 18th, 2022 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 7th day of August, 2021, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Franklin Advisers, Inc., a California corporation (the “Subadviser”).

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MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • April 18th, 2022 • Legg Mason Partners Variable Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 31st day of July, 2020, by and between Legg Mason Partners Variable Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

WITNESSETH
Transfer Agency and Services Agreement • September 12th, 2002 • Smith Barney Multiple Discipline Account Trust • New York
DISTRIBUTION AGREEMENT
Distribution Agreement • August 15th, 2014 • Trust for Advised Portfolios • Wisconsin

THIS AGREEMENT is made and entered into as of August 12, 2014, by and between the TRUST FOR ADVISED PORTFOLIOS, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). 1919 INVESTMENT COUNSEL, LLC, the (“Advisor”) is a party hereto with respect to Sections 3 F. and 6 only.

AMENDED MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC This AMENDED MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of December, 2007, by and between Legg Mason Partners Variable Equity Trust (the "Trust") and Legg Mason Partners...
Management Agreement • March 31st, 2008 • Legg Mason Partners Variable Equity Trust

Legg Mason Partners Fund Advisor, LLC This AMENDED MANAGEMENT AGREEMENT ("Agreement") is made this 1st day of December, 2007, by and between Legg Mason Partners Variable Equity Trust (the "Trust") and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager"). WHEREAS, the Trust is a Maryland business trust registered as a management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Manager is engaged primarily in rendering investment advisory, management and administrative services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; WHEREAS, the Trust wishes to retain the Manager to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the "Fund"); WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • February 13th, 2015 • Legg Mason Partners Variable Equity Trust

THIS AGREEMENT is made as of October 5, 2012 by and among each Fund (as defined below) on behalf of each of its Portfolios (as defined below) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 18th, 2022 • Legg Mason Partners Variable Equity Trust • Maryland

This DISTRIBUTION AGREEMENT (this “Agreement”) is made this 31st day of July, 2020 by and between Legg Mason Partners Variable Equity Trust (“Investment Company”), a Maryland business trust, and Legg Mason Investor Services, LLC (“Distributor”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 27th day of April, 2007, by and between Western Asset Management Company, a corporation organized under the laws of California (the “Subadviser”) and Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (“WAML”).

TRUST FOR ADVISED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with
Investment Advisory Agreement • August 15th, 2014 • Trust for Advised Portfolios • Delaware

This INVESTMENT ADVISORY AGREEMENT is made as of the ____ day of ________, 2014, by and between Trust for Advised Portfolios, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a “Fund”) and 1919 Investment Counsel LLC, a Maryland limited liability company (hereinafter called the “Adviser”).

AMENDED MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • April 4th, 2008 • Legg Mason Partners Variable Equity Trust • New York

This AMENDED MANAGEMENT AGREEMENT (“Agreement”) is made this 1st day of December, 2007, by and between Legg Mason Partners Variable Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

April 5, 2007 Legg Mason Investor Services, LLC 100 Light Street Baltimore, Maryland 21202 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each, as amended to date, an ?Agreement? and, collectively,...
Distribution Agreement • February 28th, 2008 • Legg Mason Partners Variable Equity Trust

April 5, 2007 Legg Mason Investor Services, LLC 100 Light Street Baltimore, Maryland 21202 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each, as amended to date, an ?Agreement? and, collectively, the ?Agreements?), by and between each investment management company identified as an ?Old Fund? on Exhibit A hereto (each, an ?Investment Company? and, collectively, the ?Investment Companies?), having registered its shares for each of its series, if any, identified as an ?Old Portfolio? on Exhibit A hereto (each, a ?Portfolio? and, collectively, the ?Portfolios?), and Legg Mason Investor Services, LLC. In connection with a restructuring of the complex of which the Investment Companies and Portfolios are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Exhibit A hereto (each, a ?Closing Date?), many of the Investment Companies and Portfolios will be reorganized as set forth on Exhibit A hereto. Addit

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • April 27th, 2006 • Smith Barney Multiple Discipline Trust • New York

AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 18th, 2022 • Legg Mason Partners Variable Equity Trust • Delaware

THIS AGREEMENT, dated as of [ ], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

PARTICIPATION AGREEMENT among LEGG MASON PARTNERS VARIABLE EQUITY TRUST, LEGG MASON PARTNERS VARIABLE INCOME TRUST, LEGG MASON INVESTOR SERVICES, LLC, LEGG MASON PARTNERS FUND ADVISOR, LLC and
Participation Agreement • May 30th, 2014 • Legg Mason Partners Variable Equity Trust • New York

THIS AGREEMENT, made and entered into this day of , 2013 by and among , a corporation (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and Legg Mason Partners Variable Equity Trust, a Maryland Corporation and Legg Mason Partners Variable Income Trust, a Maryland Corporation (each a “Fund”, collectively the “Funds”), Legg Mason Investor Services, LLC, a Maryland limited liability company (the “Distributor”), and Legg Mason Partners Fund Advisor, LLC, a Maryland limited liability company (the “Adviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 7th, 2017 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is made this 20th day of May 2016, by and between EnTrustPermal Management LLC (the “Manager”), the investment manager to Permal Alternative Select VIT Portfolio (“Fund”), a series of the Legg Mason Partners Variable Equity Trust (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and First Quadrant, L.P., a Delaware limited partnership (the “Subadviser”).

April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to...
Custodian Services Agreement • December 28th, 2007 • Legg Mason Partners Variable Equity Trust

April 9, 2007 State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 Re: Custodian Services Agreement Ladies and Gentlemen: Reference is made to the Custodian Services Agreement, dated as of January 1, 2007 (as amended to date, the "Agreement"), by and among State Street Bank and Trust Company, a Massachusetts trust company, and each management investment company identified as an "Existing Fund" on Schedule I hereto (each, a "Fund" and, collectively, the "Funds") on behalf of each of its series, if any, identified as "Existing Portfolio" on Schedule I hereto (each, a "Portfolio" and, collectively, the "Portfolios") and certain other affiliated management investment companies. In connection with a restructuring of the complex of which the Funds are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Schedule I hereto (each, a "Closing Date"), many of the Funds and Portfolios will be reorganized as set forth on Schedule I h

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • April 27th, 2006 • Smith Barney Multiple Discipline Trust

Reference is made to that certain distribution agreement (the “Agreement”), dated as of June 5, 2000, between Smith Barney Multiple Discipline Trust (the “Investment Company”),with respect to one or more separate series listed on Exhibit A (each a “Fund”) and Citigroup Global Markets Inc. This letter agreement (the “Amendment”) amends or supplements certain terms of the Agreement as set forth below. Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given to them in the Agreement.

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 9th, 2020 • Legg Mason Partners Variable Equity Trust • New York

This SUBADVISORY AGREEMENT ("Agreement") is made this 7th day of April, 2020, by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager"), and QS Investors, LLC (the "Subadviser").

FUND ACCOUNTING SERVICES AGREEMENT
Fund Accounting Services Agreement • February 13th, 2015 • Legg Mason Partners Variable Equity Trust

THIS AGREEMENT is made as of October 5, 2012 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Fund Accounting Agent”), and each Fund (as defined below) on behalf of each of its Portfolios (as defined below).

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TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • September 9th, 2014 • Legg Mason Partners Variable Equity Trust • New York

AGREEMENT, dated as of December 19, 2013 by and between each of the investment companies listed on Schedule A attached hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business as listed on Schedule A, as amended from time to time, and BNY Mellon Investment Servicing (US) Inc. (“Transfer Agent” or “BNYM”), a Massachusetts corporation with principal corporate offices at 301 Bellevue Parkway, Wilmington, Delaware 19809. Any references herein to “the Fund” are meant to encompass each applicable Fund or series thereof, as the context requires.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC FORM OF TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • April 17th, 2023 • Legg Mason Partners Variable Equity Trust

The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series, if any, of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent.

April 9, 2007 PFPC, Inc. 301 Bellevue Parkway Wilmington, DE 19809 Re: Transfer Agency and Services Agreement Ladies and Gentlemen: Reference is made to the Transfer Agency and Services Agreement (as amended to date, the Agreement), dated as of...
Transfer Agency and Services Agreement • August 28th, 2007 • Legg Mason Partners Variable Equity Trust

April 9, 2007 PFPC, Inc. 301 Bellevue Parkway Wilmington, DE 19809 Re: Transfer Agency and Services Agreement Ladies and Gentlemen: Reference is made to the Transfer Agency and Services Agreement (as amended to date, the Agreement), dated as of January 1, 2006, by and among PFPC, Inc., a Massachusetts corporation, and each investment company identified as an Old Fund on Exhibit A hereto (each, a Fund and, collectively, the Funds) on behalf of each of its series identified as Old Portfolios on Exhibit A hereto (each, a Portfolio and, collectively, the Portfolios). In connection with a restructuring of the complex of which the Funds and Portfolios are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Exhibit A hereto (each, a Closing Date), many of the Funds and Portfolios will be reorganized as set forth on Exhibit A hereto. Additionally, as indicated on Exhibit A, several Funds and Portfolios have recently ceased or shall cease operations followin

FORM OF SUBADVISORY AGREEMENT This SUBADVISORY AGREEMENT ("Agreement") is made this ___ day of ____, 201_, by and between Legg Mason Partners Fund Advisor, LLC (the "Manager"), and Western Asset Management Company, a California corporation (the...
Subadvisory Agreement • August 26th, 2011 • Legg Mason Partners Variable Equity Trust

This SUBADVISORY AGREEMENT ("Agreement") is made this ___ day of ____, 201_, by and between Legg Mason Partners Fund Advisor, LLC (the "Manager"), and Western Asset Management Company, a California corporation (the "Subadviser"). WHEREAS, the Manager has been retained by Legg Mason Partners Variable Equity Trust (the "Trust"), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the "1940 Act") to provide investment advisory, management, and administrative services to the Trust with respect to certain series of the Trust; and WHEREAS, the Manager wishes to engage the Subadviser to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the "Fund") and Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained

MANAGEMENT AGREEMENT
Management Agreement • April 9th, 2020 • Legg Mason Partners Variable Equity Trust • New York

This MANAGEMENT AGREEMENT ("Agreement") is made this 7th day of April, 2020, by and between Legg Mason Partners Variable Equity Trust (the "Trust") and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the "Manager").

LICENSE AGREEMENT
License Agreement • April 27th, 2006 • Smith Barney Multiple Discipline Trust

THIS LICENSE AGREEMENT (this “Agreement”), dated as of December 1, 2005 (the “Effective Date”), by and among Citigroup Inc., a corporation incorporated in the State of Delaware (“Citigroup”), and each investment company signing this Agreement (on behalf of itself and each series thereof, as applicable) (each investment company and series separately, a “Licensee”).

Amendment to Custodian Services Agreement
Custodian Services Agreement • April 17th, 2023 • Legg Mason Partners Variable Equity Trust

This Amendment (this “Amendment”), dated as of the last date set forth below, amends the Custodian Services Agreement dated as of January 1, 2018, as previously amended (the “Agreement”), and is entered into by and among The Bank of New York Mellon (“Custodian”) and each Fund identified on Exhibit A to this Amendment, on behalf of each of its Portfolios identified on Exhibit A, effective as of August 15, 2022 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.

MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
Management Agreement • September 7th, 2007 • Legg Mason Partners Variable Equity Trust • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made this 27th day of April, 2007, by and between Legg Mason Partners Variable Equity Trust (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).

April 6, 2007 PFS Investments Inc. 3120 Breckinridge Blvd. Duluth, Georgia 30099-0001 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each, as amended to date, an ?Agreement? and, collectively, the...
Distribution Agreement • February 28th, 2008 • Legg Mason Partners Variable Equity Trust

April 6, 2007 PFS Investments Inc. 3120 Breckinridge Blvd. Duluth, Georgia 30099-0001 Re: Distribution Agreement Ladies and Gentlemen: Reference is made to the Distribution Agreements (each, as amended to date, an ?Agreement? and, collectively, the ?Agreements?), by and between each investment management company identified as an ?Old Fund? on Exhibit A hereto (each, an ?Investment Company? and, collectively, the ?Investment Companies?), with respect to one or more of its series, if any, identified as an ?Old Portfolio? on Exhibit A hereto (each, a ?Portfolio? and, collectively, the ?Portfolios?), and PFS Investments Inc. In connection with a restructuring of the complex of which the Investment Companies and Portfolios are a part, as of the close of business on April 13, 2007 or April 27, 2007, as indicated on Exhibit A hereto (each, a ?Closing Date?), many of the Investment Companies and Portfolios will be reorganized as set forth on Exhibit A hereto. Additionally, as indicated on Exhi

WITNESSETH:
Master Custodian Agreement • September 12th, 2002 • Smith Barney Multiple Discipline Account Trust • Massachusetts
TRUST FOR ADVISED PORTFOLIOS OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 15th, 2014 • Trust for Advised Portfolios • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the __ day of _________, 2014 by and between Trust for Advised Portfolios, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), and the investment adviser of the Fund, 1919 Investment Counsel LLC (the “Adviser”).

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