Exhibit d(38)
INVESTMENT SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT, dated as of September 29, 2006
("Agreement") by and between Diversified Investment Advisors, Inc., a Delaware
corporation ("Diversified") and RiverSource Investments, LLC, a Minnesota
limited liability company ("Subadvisor").
WITNESSETH:
WHEREAS, Diversified has been organized to operate as an investment advisor
registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act") and has been retained to provide investment advisory services to the
Mid-Cap Value Portfolio ("Portfolio"), a series of Diversified Investors
Portfolios, a diversified open-end management investment company registered
under the Investment Company Act of 1940 ("1940 Act");
WHEREAS, Diversified desires to retain the Subadvisor to furnish it with
portfolio investment advisory services in connection with Diversified's
investment advisory activities on behalf of the Portfolio, and the Subadvisor is
willing to furnish such services to Diversified;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Subadvisor. In accordance with and subject to the
Investment Advisory Agreement between the Portfolio and Diversified, attached
hereto as Schedule A (the "Advisory Agreement"), Diversified hereby appoints the
Subadvisor to perform the portfolio investment advisory services described
herein for the investment and reinvestment of such amount of the Portfolio's
assets as is determined from time to time by the Portfolio's Board of Trustees
and communicated to the Subadvisor in writing ("Assets"), subject to the control
and direction of Diversified and the Portfolio's Board of Trustees, for the
period and on the terms hereinafter set forth.
Subadvisor's responsibility for providing investment advice to the
Portfolio is limited to that discrete portion of the Portfolio represented by
the Assets and Subadvisor is prohibited from directly or indirectly consulting
with any other subadviser for a portion of the Portfolio's assets, or any other
series of Diversified Investors Portfolios or any other registered investment
company under common control with the Portfolio, concerning Portfolio
transactions in securities or other assets. Diversified agrees to furnish a list
of any such subadvisers to the Subadvisor, and to advise the Subadvisor of any
changes to the list and of any Subadvisors that do not have such prohibitions in
their advisory contracts.
The Subadvisor shall provide Diversified with such investment advice and
supervision as the latter may from time to time consider necessary for the
proper supervision of the Assets. The Subadvisor shall furnish continuously an
investment program and shall determine from time to time what securities shall
be purchased, sold or exchanged and what portion of the Assets of the Portfolio
shall be held uninvested, subject always to the provisions of the 1940 Act and
to the Portfolio's then-current Registration Statement on Form N-1A.
In particular, the Subadvisor shall, without limiting the foregoing: (i)
continuously review, supervise and implement the investment program for the
Assets consistent with the investment objectives and related investment policies
for the Portfolio as described in the Portfolio's Registration Statement on Form
N-1A; (ii) monitor regularly the relevant securities for the Assets to determine
if adjustments are warranted and, if so, to make such adjustments; (iii)
determine, in the Subadvisor's discretion, the securities to be purchased or
sold or exchanged in order to keep the Assets in balance with the designated
investment strategy; (iv) determine, in the Subadvisor's discretion, whether to
exercise warrants or other rights with respect to the Assets; (v) determine, in
the Subadvisor's discretion, whether the merit of an investment has been
substantially impaired by extraordinary events or financial conditions, thereby
warranting the removal of such securities from the Assets; (vi) as promptly as
practicable after the end of each calendar month, furnish a report showing: (a)
all Asset transactions during such month, (b) all Assets on the last day of such
month, rates of return for the Assets, and (c) such other information relating
to the Assets as Diversified may reasonably request; (vii) meet at least four
times per year with Diversified and with such other persons as may be designated
on reasonable notice and at reasonable locations, at the request of Diversified,
to discuss general economic conditions, performance, investment strategy, and
other matters relating to the Assets; (viii) provide the Portfolio, as
reasonably requested by Diversified, with records concerning the Subadvisor's
activities which the Portfolio is required by law to maintain with respect to
the Assets, as required of an investment adviser of a registered investment
company pursuant to the 1940 Act and Advisers Act and the rules thereunder; and
(ix) render regular reports to the Portfolio's officers and Trustees concerning
the Subadvisor's discharge of the foregoing responsibilities, as reasonably
requested by Diversified or the Portfolio's Board of Trustees.
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Upon reasonable request, the Subadvisor shall also make recommendations to
Diversified as to the manner in which voting rights, rights to consent to
corporate actions and any other rights pertaining to the securities comprising
the Assets shall be exercised. Diversified, however, will assume the
responsibility and exercise full discretion for the actual voting of any voting
rights, and Subadvisor shall have no discretionary responsibility or authority
with respect to the voting of any voting rights.
Upon reasonable request, the Subadvisor shall provide assistance regarding
the fair value of securities held by the Portfolio for which market quotations
are not readily available, which assistance may include appropriate
representatives acting as a resource during pricing committee meetings, provided
that Diversified, the Portfolio's custodian and/or other service provider
responsible for valuing the securities held by the Portfolio in accordance with
the Portfolio's fair valuation procedures, and not the Subadvisor, shall be
responsible for determining the fair valuation of any such securities.
Should the Board of Trustees at any time establish an investment policy
with respect to the Assets and notify the Subadvisor thereof in writing, the
Subadvisor shall be bound by such determination for the period, if any,
specified in such notice or until similarly notified that such policy has been
revoked. Diversified will provide the Subadvisor with the Portfolio's current
Prospectus and Statement of Additional Information and any amendments thereto on
a timely basis, including reasonable advance notice of any investment guideline
changes. Diversified will provide the Subadvisor such other information relating
to the Portfolio and to the services to be provided by the Subadvisor under this
agreement as Diversified and the Subadvisor mutually agree is necessary or
appropriate.
The Subadvisor shall take, on behalf of the Assets, all actions which it
deems necessary to implement the investment policies determined as provided
above with respect to the Assets, and in particular to place all orders for the
purchase or sale of securities for the Portfolio's account with brokers or
dealers selected by it, and to that end the Subadvisor is authorized as an agent
of the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of the Portfolio.
Subject to the primary objective of obtaining the best execution, the Subadvisor
may place orders for the purchase and sale of portfolio securities with such
broker/dealers who provide research and brokerage services to the Portfolio
within the meaning of Section 28(e) of the Securities Exchange Act of 1934, to
the Subadvisor, or to any other fund or account for which the Subadvisor
provides investment advisory services and may place such orders with
broker/dealers who sell shares of the Portfolio or who sell shares of any other
fund for which the Subadvisor provides investment advisory services.
Broker/dealers who sell shares of the funds of which the Subadvisor is
investment advisor shall only receive orders for the purchase or sale of
portfolio securities to the extent that the placing of such orders is in
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compliance with the Rules of the Securities and Exchange Commission (the "SEC")
and the NASD.
On occasions when Subadvisor deems the purchase or sale of a security to be
in the best interest of the Portfolio as well as other clients of Subadvisor,
Subadvisor, to the extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities to be sold or
purchased in an attempt to obtain a more favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by Subadvisor in the manner Subadvisor considers to be the most
equitable and consistent with its fiduciary obligations to the Portfolio and to
such other clients.
Notwithstanding the provisions of the previous paragraph and subject to
such policies and procedures as may be adopted by the Board of Trustees and
officers of the Portfolio, and communicated in writing to the Subadvisor, the
Subadvisor may pay a member of an exchange, broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or dealer would have charged
for effecting that transaction, in such instances where the Subadvisor has
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
member, broker or dealer, viewed in terms of either that particular transaction
or the Subadvisor's overall responsibilities with respect to the Portfolio and
to other funds and clients for which the Subadvisor exercises investment
discretion.
2. Allocation of Charges and Expenses. The Subadvisor shall furnish at its
own expense all necessary services, facilities and personnel in connection with
its responsibilities under Section 1 above. It is understood that the Portfolio
will pay all of its own expenses and liabilities including, without limitation,
compensation and out-of-pocket expenses of Trustees not affiliated with the
Subadvisor or Diversified; governmental fees; interest charges; taxes;
membership dues; fees and expenses of independent auditors, of legal counsel and
of any transfer agent, administrator, distributor, shareholder servicing agents,
registrar or dividend disbursing agent of the Portfolio; expenses of
distributing and redeeming shares and servicing shareholder accounts; expenses
of preparing, printing and mailing prospectuses, shareholder reports, notices,
proxy statements and reports to governmental officers and commissions and to
shareholders of the Portfolio; expenses connected with the execution, recording
and settlement of Portfolio security transactions; insurance premiums; fees and
expenses of the custodian for all services to the Portfolio, including
safekeeping of funds and securities and maintaining required books and accounts;
expenses of calculating the net asset value of shares of the Portfolio; expenses
of shareholder meetings; expenses of litigation and other extraordinary or
non-recurring events and expenses relating to the issuance, registration and
qualification of shares of the Portfolio.
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3. Compensation of the Subadvisor. For the services to be rendered,
Diversified shall pay to the Subadvisor an investment advisory fee computed in
accordance with the terms of Schedule B herewith attached. If the Subadvisor
serves for less than the whole of any period specified, its compensation shall
be prorated.
4. Covenants and Representations.
(a) The Subadvisor agrees that it will not deal with itself, or with the
Trustees of the Portfolio or with Diversified, or the Portfolio's principal
underwriter or distributor as principals in making purchases or sales of
securities or other property for the account of the Portfolio, except as
permitted by the 1940 Act. Diversified agrees to furnish a list of any such
persons and entities to the Subadvisor, and to advise the Subadvisor of any
changes to the list.
(b) The Subadvisor will comply with all other provisions of the Declaration
of Trust and any current Registration Statement on Form N-1A of the Portfolio
relative to the Subadvisor.
(c) The Subadvisor represents and warrants that, (i) it has adopted and
implemented, and throughout the term of this Agreement shall maintain in effect
and implement, policies and procedures reasonably designed to prevent, detect
and correct violations of the Advisers Act from occurring; (ii) it has provided
Diversified or the Portfolio with a summary of its written policies and
procedures relating to the Subadvisor's management of the Portfolio as required
by Rule 206(4)-7 under the Advisers Act, as well as true and complete copies of
such policies and procedures as requested by Diversified or the Portfolio; (iii)
it is not prohibited by the 1940 Act or the Advisers Act from performing the
services contemplated by this Agreement; (iv) it has appointed a Chief
Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) it has the
authority to enter into and perform the services contemplated by this Agreement;
and (vi) the person executing this Agreement on behalf of the Subadvisor is
authorized to do so.
(d) Diversified represents and warrants that (i) it has adopted and
implemented, and throughout the term of this Agreement shall maintain in effect
and implement, policies and procedures reasonably designed to prevent, detect
and correct violations of the Advisers Act from occurring; (ii) it is not
prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) it has appointed a Chief Compliance
Officer under Rule 206(4)-7 of the Advisers Act; (iv) it has adopted written
policies and procedures that are reasonably designed to prevent violations of
the Advisers Act from occurring; (v) it has the authority to enter into and
perform the services contemplated by this Agreement; and (vi) the Board of
Trustees of the Portfolio have approved the appointment of the Subadvisor
pursuant to this Agreement; and (vii) the person executing this Agreement on
behalf of Diversified is authorized to do so.
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(e) Diversified and the Subadvisor agree to promptly notify the other in
writing if any of their respective representations or warranties made in this
Agreement change or become untrue for any reason.
5. Receipt of Form ADV. Diversified hereby acknowledges receipt of the
Subadvisor's Form ADV, Part II (which also includes its privacy policy) at least
48 hours prior to the effective date of this Agreement pursuant to Rule 204-3
under the Advisers Act. The Subadvisor annually shall deliver, or offer in
writing to deliver, upon written request of Diversified and without charge, Form
ADV, Part II.
6. Limits on Duties. The Subadvisor shall be responsible only for managing
the Assets in good faith and in accordance with the investment objectives,
fundamental policies and restrictions, and neither Subadvisor nor any of its
directors, officers, partners, principals, employees or agents shall have
responsibility whatsoever for, and shall incur no liability on account of (i)
diversification, selection or establishment of such investment objectives,
fundamental policies and restrictions, (ii) advice on, or management of, any
other assets for Diversified or the Portfolio, (iii) filing of any tax or
information returns or forms, withholding or paying any taxes, or seeking any
exemption or refund, (iv) registration of the Portfolio with any government or
agency, (v) administration of the plans and trusts investing through the
Portfolio, or (vi) overall Portfolio compliance with requirements of the 1940
Act and Subchapter M of the Internal Revenue Code of 1986, relating to
percentage limitations applicable to the Portfolio's assets that would require
knowledge of the Portfolio's holdings other than the Assets subject to this
Agreement. (vii) The Subadvisor shall not act as custodian for the Portfolio and
shall not take possession of any Assets. The Subadvisor shall give notice and
directions with respect to transactions in a manner that shall be agreed upon
with the Portfolio's custodian. The Subadvisor shall not be responsible for any
loss incurred by reason of any act or omission of any custodian, including but
not limited to any loss arising from, on account of or in connection with any
custodian failing to timely notify the Subadvisor of any corporate action or
similar transaction. (viii) The Subadvisor shall not be responsible for any loss
incurred by reason of any act or omission of any broker or dealer; provided,
however, that the Subadvisor will make reasonable efforts to require that
brokers and dealers selected by the Subadvisor perform their obligations with
respect to Diversified. Subadvisor shall be indemnified and held harmless by
Diversified for any loss in carrying out the terms and provisions of this
Agreement, including reasonable attorney's fees, indemnification to the
Portfolio, or any shareholder thereof and, brokers and commission merchants,
fines, taxes, penalties and interest. Subadvisor, however, shall be liable for
any liability, damages, or expenses of Diversified arising out of the willful
malfeasance, bad faith, gross negligence, or violation of applicable law or
reckless disregard of the duties owed pursuant to this Agreement by any of its
employees in providing management under this Agreement; and, in such cases, the
indemnification by Diversified, referred to above, shall be inapplicable. The
federal securities laws impose liabilities under certain circumstances on
persons who act in
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good faith and, therefore, nothing herein shall constitute a waiver of any right
which Diversified may have under such laws or regulations.
The Subadvisor may apply to Diversified at any time for instructions and
may consult counsel for Diversified or its own counsel with respect to any
matter arising in connection with the duties of the Subadvisor. Also, the
Subadvisor, and its directors, officers, partners, principals, employees and
agents, shall be entitled to rely, and be protected from liability in acting,
upon advice of Diversified and/or Diversified's counsel and upon any document,
information or instructions furnished to it (or to any of them as individuals)
which is believed in good faith to be accurate and reliable.
7. Disclosure. Subadvisor agrees that, during the term of this Agreement,
Subadvisor shall disclose to Diversified the identity of any other commingled
investment fund product managed by the Subadvisor in a substantially similar
manner to the strategy employed under this Agreement if, to the best knowledge
of the Subadvisor, such commingled investment fund is sold in retirement plan
marketplaces in competition with the Portfolio.
8. Compliance Obligations. Throughout the term of this Agreement,
Subadvisor shall promptly provide to Diversified's compliance personnel the
following documents:
(a) notification of a regulatory examination of the Subadvisor that relates
to the management of the Portfolio or that the Subadvisor reasonably believes
will have a material impact on the Subadvisor's business or reputation, as well
as documentation describing the results of any such examination and the
Subadvisor's responses thereto;
(b) a report of any material violations of the Subadvisor's compliance
program adopted pursuant to Rule 206(4)-7 under the Advisers Act or any
"material compliance matters" (as such term is defined in Rule 38a-1 under the
0000 Xxx) that have occurred with respect to such compliance program;
(c) a report of any material changes to the written policies and procedures
relating to the management of the Portfolio that comprise the Subadvisor's
compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act; and
(d) documentation describing the results of the annual review of the
compliance program as required by Rule 206(4)-7 under the Advisers Act.
The Subadvisor agrees to cooperate with periodic reviews by the Portfolio's
compliance personnel of the Subadvisor's compliance program adopted pursuant to
Rule 206(4)-7 under the Advisers Act and the operation and implementation of the
compliance program. The Subadvisor agrees to provide reasonable access,
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during normal business hours, to the Subadvisor's facilities for the purpose of
conducting pre-arranged on-site compliance related due diligence meetings with
personnel of the Subadvisor. The Subadvisor agrees to provide the Portfolio's
compliance personnel such additional information and certifications in respect
of the Subadvisor's compliance policies and procedures adopted pursuant to Rule
206(4)-7 as the Portfolio's compliance personnel may reasonably request to
enable the Portfolio to comply with Rule 38a-1 under the 1940 Act.
9. Confidentiality. Each party agrees that it will treat confidentially all
information provided by the other party regarding such other party's business
and operations. All confidential information provided by a party hereto shall
not be disclosed to any unaffiliated third party except as authorized in writing
by the other party, as permitted by the policy regarding disclosure of the
Portfolio's holdings, where it is necessary to provide services under this
Agreement, or during a regular examination or audit of the party, as applicable.
The foregoing shall not apply to any information that is public when provided or
thereafter becomes public without fault of any party or which is required or
requested to be disclosed by any regulatory authority with jurisdiction, by
judicial or administrative process or otherwise by applicable law or regulation.
The Subadvisor may share information provided by Diversified with the
Subadvisor's affiliates in accordance with the Subadvisor's privacy policies in
effect from time to time, as communicated in writing by the Subadvisor to
Diversified and not otherwise objected to by Diversified. Diversified agrees to
furnish the Subadvisor with a copy of the policy regarding disclosure of the
Portfolio's holdings, as such policy may be amended from time to time.
10. Duration, Termination and Amendments of this Agreement. This Agreement
shall become effective as of the day and year first above written and shall
govern the relations between the parties hereto thereafter, and, unless
terminated earlier as provided below, shall remain in force for two years, on
which date it will terminate unless its continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of the Trustees of the
Portfolio who are not "interested persons" with respect to this Agreement or of
the Subadvisor or Diversified at an in person meeting specifically called for
the purpose of voting on such approval, and (b) by the Board of Trustees of the
Portfolio or by vote of a majority of the outstanding voting securities of the
Portfolio.
This Agreement may be terminated at any time without the payment of any
penalty by the Trustees, or by the vote of a majority of the outstanding voting
securities of the Portfolio, or by Diversified. The Subadvisor may terminate the
Agreement only upon giving 90 days' advance written notice to Diversified. This
Agreement shall automatically terminate in the event of its assignment.
If any required shareholder approval of this Agreement or any continuance
of this Agreement is not obtained, the Subadvisor may, at the request of
Diversified, continue to act as investment subadvisor with respect to the Assets
pending the
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required approval of the Agreement or its continuance or of a new contract with
the Subadvisor or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadvisor in respect of the
Assets during such period is in compliance with Rule 15a-4 under the 1940 Act.
This Agreement may be amended only if such amendment is approved by the
vote of a majority of the Board of Trustees of the Portfolio who are not parties
to this Agreement or "interested persons" of any such party, cast in person at a
meeting called for the purpose of voting on such approval and, if required under
applicable law, the vote of a majority of the outstanding voting securities of
the Portfolio.
The terms "specifically approved at least annually", "vote of a majority of
the outstanding voting securities", "assignment", "affiliated person", and
"interested persons", when used in this Agreement, shall have the respective
meanings specified in, and shall be construed in a manner consistent with, the
1940 Act, subject, however, to such exemptions as may be granted by the SEC
under said Act.
11. Certain Records. Any records to be maintained and preserved pursuant to
the provisions of Rule 31a-1 and Rule 31a-2 adopted under the 1940 Act which are
prepared or maintained by the Subadvisor with respect to the Assets will be made
available promptly to the Portfolio on request, provided that the Subadvisor
shall be permitted to make copies of such records that it is required to
maintain under applicable law before turning them over to the Portfolio and
shall be permitted to retain such copies.
12. Survival of Compensation Rates. All rights to compensation under this
Agreement shall survive the termination of this Agreement.
13. Entire Agreement. This Agreement states the entire agreement of the
parties with respect to investment advisory services to be provided to the
Portfolio by the Subadvisor and may not be amended except in a writing signed by
the parties hereto and approved in accordance with Section 10 hereof.
Should any part of this Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors.
14. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
SEC, whether of
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special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
15. Provision of Certain Information by Subadvisor. Subadvisor shall
disclose to Diversified promptly after it has knowledge of any significant
change or variation in its management structure or personnel or any significant
change or variation in its management style or investment philosophy that is
material to this Agreement. In addition, Subadvisor shall disclose to
Diversified, promptly after it has knowledge, the existence of any material
pending legal action being brought against it whether in the form of a lawsuit
or a non-routine investigation by any federal or state governmental agency. The
Subadvisor shall provide all information reasonably requested of it by the Board
of Trustees of the Portfolio in accordance with Section 15(c) of the 1940 Act.
Diversified represents to Subadvisor that any information received by
Diversified pursuant to this section will be kept confidential in accordance
with the provisions of Section 9.
16. Conflicts of Interest. It is understood that trustees, officers, agents
and shareholders of the Portfolio are or may be interested in the Subadvisor
and/or its affiliates as trustees, officers, partners or otherwise; that
employees, agents and partners of the Subadvisor are or may be interested in the
Portfolio and/or its affiliates as trustees, officers, shareholders or
otherwise; that the Subadvisor may be interested in the Portfolio; and that the
existence of any such dual interest shall not affect the validity hereof or of
any transactions hereunder except as otherwise provided in the governing
documents of the Portfolio or by specific provision of applicable law.
17. Service for Other Clients. Diversified understands, and has advised the
Portfolio's Board of Trustees, that the Subadvisor now acts, or may in the
future act, as an investment adviser to fiduciary and other managed accounts and
as investment adviser or subadvisor to other investment companies. Further,
Diversified understands, and has advised the Portfolio's Board of Trustees that
the Subadvisor and its affiliates may give advice and take action for its
accounts, including investment companies, which differs from advice given on the
timing or nature of action taken for the Portfolio. The Subadvisor is not
obligated to initiate transactions for a Portfolio in any security which the
Subadvisor, its partners, affiliates or employees may purchase or sell for their
own accounts or other clients. By reason of their various activities, the
Subadvisor and its affiliates may from time to time acquire information about
various corporations and their securities. Diversified recognizes that the
Subadvisor and its affiliates may not always be free to divulge such
information, or to act upon it.
18. Use of Name. Subadvisor hereby agrees that Diversified may use the
Subadvisor's name in its marketing or advertising materials. Diversified agrees,
upon request, to allow the Subadvisor to examine and approve any such materials
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prior to use. Diversified agrees that the Subadvisor may identify Diversified,
Diversified Investors Portfolios or the Portfolio by name in the Subadvisor's
current client list and that such list may be used with third parties.
19. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be an original and all of which, when taken together, shall
constitute one and the same Agreement
20. Notices. All notices required to be given pursuant to this Agreement
shall be delivered or mailed to the last known business address of the Portfolio
or applicable party in person or by registered mail or a private mail or
delivery service providing the sender with notice of receipt. Notice shall be
deemed given on the date delivered or mailed in accordance with this paragraph.
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IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
Diversified Investment Advisors, Inc.
By:
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Xxxxxx X. Xxxxx
Senior Vice President &
General Counsel
RiverSource Investments, LLC
By:
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SCHEDULE B
The Subadvisor shall be compensated for its services under this Agreement on the
basis of the below-described annual fee schedule.
FEE SCHEDULE
0.00425 OF THE FIRST $250 MILLION OF NET ASSETS
0.00400 OF NEXT $250 MILLION OF NET ASSETS
0.00375 OF NET ASSETS IN EXCESS OF $500 MILLION
Net assets are equal to the market value of the portion of the Portfolio
allocated to the Subadvisor. Fees will be calculated by multiplying the
arithmetic average of the beginning and ending monthly net assets for each
calendar month by the fee schedule and dividing by twelve. The fee for each
calendar quarter will be paid quarterly in arrears.
