CONSENT AGREEMENT
THIS CONSENT AGREEMENT (the "Consent Agreement"), dated as of
March 1, 2006, is by and between RiverSource Investments, LLC, a Minnesota
limited liability company and investment manager to the Fund(s) listed on
Exhibit A (the "Funds") ("Investment Manager") and Threadneedle International
Limited, a company organized under the laws of England and Wales (the
"Subadviser"). Investment Manager and Subadviser are collectively referred to as
the "parties".
WHEREAS, the parties entered into a Subadvisory Agreement effective as
of the date set forth on Exhibit A ("Subadvisory Agreement"); and
WHEREAS, each Fund set forth on Exhibit A of the Agreement has entered
into Investment Management Services Agreements with RiverSource ("IMS
Agreements"), under which Investment Manager provides investment advisory
services to the Funds; and
WHEREAS, on October 1, 2005, Subadviser consented to the transfer of
the IMS Agreements from Ameriprise Financial, Inc. (formerly known as American
Express Financial Corporation) to Investment Manager; and
WHEREAS, on February 15, 2006, shareholders of the Funds approved new
IMS Agreements.
NOW, THEREFORE, for and in consideration of the foregoing and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:
1. CONSENT. Effective as of the date of this Consent Agreement, the
parties hereby consent to the continuation of the Subadvisory Agreement
observing and performing the same duties, obligations, terms provisions and
covenants of the Subadvisory Agreement, and agree that the Subadvisory Agreement
shall have the same force and effect as prior to the date of the this Consent
Agreement.
2. COUNTERPARTS. This Consent Agreement may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW.]
IN WITNESS WHEREOF, the parties hereto have caused this Consent
Agreement to be duly executed by their respective officers as of the date and
year first above written.
RIVERSOURCE INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
THREADNEEDLE INTERNATIONAL LIMITED, LLC
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
EXHIBIT A
Fund and Subadvisory Agreement
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Registrant Fund Agreement/Amendment
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AXP Global Series, Inc. RiverSource Emerging Markets Subadvisory Agreement dated as of July 10,
------------------------------------- 2004, between Threadneedle International
RiverSource Global Equity Limited and RiverSource Investments, LLC
------------------------------------- (as transferred to RiverSource
RiverSource Global Balanced Investments, LLC, from American Express
------------------------------------- Financial Corporation on October 1, 2005)
RiverSource European Equity
-------------------------------------
RiverSource International
Opportunity
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AXP VP Investment Series, Inc. RiverSource VP Emerging Markets
-------------------------------------
RiverSource VP International
Opportunity
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