FORM OF TRANSFER AGENCY AGREEMENT
AMENDED AND RESTATED
This Transfer Agency Agreement, effective as of April __, 2006 ("Agreement"), is
by and between RiverSource Service Corporation ("Transfer Agent"), a Minnesota
corporation, and each of the Corporations and Trusts ("Registrants"), each on
behalf of their underlying series listed in Schedule A. The terms "Fund" or
"Funds" are used to refer to either the Registrants or the underlying series as
context requires.
In consideration of the mutual promises set forth below, the Fund and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Fund hereby appoints the Transfer
Agent, as transfer agent for its shares ("shares") and as shareholder
servicing agent for the Fund, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.
2. Compensation.
(a) The Fund will compensate the Transfer Agent for the performance of
its obligations as set forth in Schedule B. Schedule B does not
include out-of-pocket disbursements of the Transfer Agent for which
the Transfer Agent shall be entitled to xxxx the Fund separately.
(b) The Transfer Agent will xxxx the Fund at the end of each period, as
described in Schedule B. The fee provided for hereunder shall be
paid in cash by the Fund to the Transfer Agent within five (5)
business days after the last day of each period.
(c) Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule C. Reimbursement by the Fund for
expenses incurred by the Transfer Agent in any month shall be made
as soon as practicable after the receipt of an itemized xxxx from
the Transfer Agent.
(d) Any compensation jointly agreed to hereunder may be adjusted from
time to time by attaching to this Agreement a revised Schedule B,
dated and signed by an officer of the parties.
3. Documents. The Fund will furnish from time to time such certificates,
documents or opinions as the Transfer Agent deems to be appropriate or
necessary for the proper performance of its duties.
4. Representations of the Fund and the Transfer Agent.
(a) The Fund represents to the Transfer Agent that all outstanding
shares are validly issued, fully paid and non-assessable by the
Fund.
(b) The Transfer Agent represents that it is registered under Section
17A(c) of the Securities Exchange Act of 1934. The Transfer Agent
agrees to maintain the necessary facilities, equipment and personnel
to perform its duties and obligations under this Agreement and to
comply with all applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible,
separately and through its subsidiaries or affiliates, or authorized
designees ("Subcontractors") for the following functions:
(a) Sale of Fund Shares.
(1) On receipt of an application and payment, wired instructions
and payment, or payment identified as being for the account of
a shareholder ("shareholder"), the Transfer Agent will deposit
the payment, prepare and present the necessary report to the
company selected by the Boards of Directors/Trustees of the
Fund ("Board") for the safekeeping of the Fund's assets (the
"Custodian") and record the purchase of shares in a timely
fashion in accordance with the terms of a Fund's prospectus.
All shares shall be held in book entry form, and no
certificate shall be issued except as has been previously
issued.
(2) On receipt of notice that payment was dishonored, the Transfer
Agent shall stop redemptions of all shares owned by the
shareholder related to that payment, place a stop payment on
any checks that have been issued to redeem shares of the
shareholder, cancel such shares for which payment was
dishonored and take such other action as it deems appropriate.
(b) Redemption of Fund Shares. On receipt of instructions to redeem
shares in accordance with the terms of a Fund's prospectus, the
Transfer Agent will record the redemption of shares of the Fund,
prepare and present the necessary report to the Custodian and pay
the proceeds of the redemption to the shareholder, an authorized
agent or legal representative upon the receipt of the monies from
the Custodian.
(c) Transfer or Other Change Pertaining to Fund Shares. On receipt of
instructions or forms acceptable to the Transfer Agent to transfer
the shares to the name of a new owner, change the name or address of
the present owner or take other legal action, the Transfer Agent
will take such action as is requested.
(d) Exchange of Fund Shares. On receipt of instructions to exchange the
shares of a Fund for the shares of another Fund or other affiliated
product in accordance with the terms of the prospectus, the Transfer
Agent will process the exchange in the same manner as a redemption
and sale of shares.
(e) Right to Seek Assurance. The Transfer Agent may refuse to transfer,
exchange or redeem shares of the Fund or take any action requested
by a shareholder until it is satisfied that the requested
transaction or action is legally authorized or until it is satisfied
there is no basis for any claims adverse to the transaction or
action. It may rely on the provisions of the Uniform Act for the
Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code. The Fund shall indemnify the Transfer Agent for any
act done or omitted to be done in reliance on such laws or for
refusing to transfer, exchange or redeem shares or taking any
requested action if it acts on a good faith belief that the
transaction or action is illegal or unauthorized.
(f) Shareholder Records, Reports and Services.
(1) The Transfer Agent shall maintain all shareholder accounts,
which shall contain all required tax, legally imposed and
regulatory information; shall provide shareholders, and file
with federal and state agencies, all required tax and other
reports pertaining to shareholder accounts; shall prepare
shareholder mailing lists; shall cause to be delivered all
required prospectuses, annual reports,
semiannual reports, statements of additional information (upon
request), proxies and other communications to shareholders;
and shall cause proxies to be tabulated.
(2) The Transfer Agent shall respond to all valid inquiries
related to its duties under this Agreement.
(3) The Transfer Agent shall create and maintain all records in
accordance with all applicable laws, rules and regulations,
including, but not limited to, the records required by Section
31(a) of the Investment Company Act of 1940, as amended.
(g) Dividends and Distributions. The Transfer Agent shall prepare and
present the necessary report to the Custodian and shall cause to be
prepared and transmitted the payment of income dividends and capital
gains distributions or cause to be recorded the investment of such
dividends and distributions in additional shares of the Fund or as
directed by instructions or forms acceptable to the Transfer Agent.
(h) Confirmations and Statements. The Transfer Agent shall confirm each
transaction either at the time of the transaction or through
periodic reports as may be legally permitted.
(i) Lost or Stolen Checks. The Transfer Agent will replace lost or
stolen checks issued to shareholders upon receipt of proper
notification and will maintain any stop payment orders against the
lost or stolen checks as it is economically desirable to do.
(j) Reports to Fund. The Transfer Agent will provide reports pertaining
to the services provided under this Agreement as the Fund may
request to ascertain the quality and level of services being
provided or as required by law.
(k) Market Timing. The Transfer Agent will assist other Fund service
providers as necessary in the implementation of the Fund's market
timing policy adopted by the Board, as set forth in the Fund's
prospectus.
(l) Money Laundering Prevention Program. The Transfer Agent agrees to
perform such agreed anti-money laundering ("AML") functions with
respect to purchases of the Funds' shares as the Funds or their
agent may delegate to the Transfer Agent from time to time or as the
Transfer Agent is otherwise obligated to perform. In accordance with
mutually-agreed procedures, the Transfer Agent shall use its best
efforts in carrying out such agreed functions consistent with the
requirements of the Funds' AML program. The Funds acknowledge that
their shareholders (which for this purpose shall mean only
shareholders of record) are customers of the Funds and not customers
of the Transfer Agent and the Funds retain legal responsibility
under the USA PATRIOT Act for AML compliance with respect to
transactions in their shares. The Transfer Agent agrees to cooperate
with any request from examiners of United States Government agencies
having jurisdiction over the Funds for information and records
relating to the Funds' AML program and consents to inspection by
such examiners for this purpose.
(m) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties to
this Agreement.
6. Ownership and Confidentiality of Records.
(a) General. The Transfer Agent agrees that all records prepared or
maintained by it relating to the services to be performed by it
under the terms of this Agreement are the property of the Fund and
may be inspected by the Fund or any person retained by the Fund at
reasonable times. The Fund and Transfer Agent agree to protect the
confidentiality of those records.
(b) Regulation S-P.
(1) In accordance with Regulation S-P of the Securities and
Exchange Commission, "Nonpublic Personal Information" includes
(1) all personally identifiable financial information; (2) any
list, description, or other grouping of consumers (and
publicly available information pertaining to them) that is
derived using any personally identifiable financial
information that is not publicly available information; and
(3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal
Information for any purpose other than to carry out the
purpose for which Nonpublic Personal Information was provided
to the Transfer Agent as set forth in this Agreement, and
agrees to cause the Transfer Agent, and its employees, agents,
representatives, or any other party to whom the Transfer Agent
may provide access to or disclose Nonpublic Personal
Information to limit the use and disclosure of Nonpublic
Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures
designed to ensure the security and confidentiality of
Nonpublic Personal Information, to protect such information
against any anticipated threats or hazards to the security or
integrity of such information, and to protect against
unauthorized access to, or use of, Nonpublic Personal
Information that could result in substantial harm or
inconvenience to any customer of the Fund; the Transfer Agent
further agrees to cause all its agents, representatives,
Subcontractors, or any other party to whom the Transfer Agent
may provide access to, or disclose, Nonpublic Personal
Information to implement appropriate measures designed to meet
the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the
Transfer Agent agrees to indemnify and hold harmless the Fund
and any officer or director/trustee of the Board ("Board
member"), against losses, claims, damages, expenses, or
liabilities to which the Fund, or any officer or Board member
of the Fund, may become subject as the result of (1) a
material breach of the provisions of this section of the
Agreement or (2) any acts or omissions of the Transfer Agent,
or of any of its officers, directors, employees,
representatives, Subcontractors or agents, that are not in
accordance with this Agreement, including, but not limited to,
any violation of any federal statute or regulation.
Notwithstanding the foregoing, no party shall be entitled to
indemnification pursuant to this Section 6(b)(4) if such loss,
claim, damage, expense, or liability is due to the willful
misfeasance, bad faith, gross negligence, or reckless
disregard of duty by the party seeking indemnification.
7. Action by Board and Opinion of Counsel. The Transfer Agent may rely on
resolutions of the Board or the Executive Committee of the Board and on
opinion of counsel for the Fund.
8. Duty of Care. It is understood and agreed that, in furnishing the Fund
with the services as herein provided, neither the Transfer Agent, nor any
officer, director or agent thereof shall be held liable for any loss
arising out of or in connection with their actions under this Agreement so
long as they act in good faith and with due diligence, and are not
negligent or guilty of any willful misconduct. It is further understood
and agreed that the Transfer Agent may rely upon information furnished to
it reasonably believed to be accurate and reliable. In the event the
Transfer Agent is unable to perform its obligations under the terms of
this Agreement because of an act of God, strike or equipment or
transmission failure reasonably beyond its control, the Transfer Agent
shall not be liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall continue in effect from year to
year as the parties may mutually agree, provided that either party may
terminate this Agreement by giving the other party notice in writing
specifying the date of such termination, which shall be not less than 60
days after the date of receipt of such notice. In the event such notice is
given by the Fund, it shall be accompanied by a vote of the Board,
certified by the Secretary, electing to terminate this Agreement and
designating a successor transfer agent or transfer agents. Upon such
termination and at the expense of the Fund, the Transfer Agent will
promptly deliver to such successor a certified list of shareholders of the
Fund (with name, address and taxpayer identification or Social Security
number), a historical record of the account of each shareholder and the
status thereof, and all other relevant books, records, correspondence, and
other data established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Fund, and will
cooperate in the transfer of such duties and responsibilities, including
provisions for assistance from the Transfer Agent's personnel in the
establishment of books, records and other data by such successor or
successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by the parties.
11. Subcontractors. The Fund agrees that the Transfer Agent may subcontract
for services described under this Agreement with the understanding that
there shall be no diminution in the quality or level of the services as
determined by the Fund and that the Transfer Agent remains fully
responsible for the services. Except for out-of-pocket expenses identified
in Schedule C, the Transfer Agent shall bear the cost of subcontracting
such services, unless otherwise agreed by the parties. The Fund agrees
that the Transfer Agent may use revenues from the Agreement to pay
subcontractors for the services they provide.
12. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the
written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
(c) For each Fund that is organized as a Massachusetts Business Trust, a
copy of the Declaration of Trust, together with all amendments, is
on file in the office of the Secretary of State of the Commonwealth
of Massachusetts. The execution and delivery of this Agreement has
been authorized by the Trustees and the Agreement has been
signed by an authorized officer of the Fund. It is expressly agreed
that the obligations of the Fund under this Agreement shall not be
binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Fund, personally, but bind only the
assets and property of the Fund, as provided in the Declaration of
Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
RiverSource Bond Series, Inc.
RiverSource California Tax-Exempt Trust
RiverSource Dimensions Series, Inc.
RiverSource Discovery Series, Inc.
RiverSource Diversified Income Series, Inc.
RiverSource Equity Series, Inc.
RiverSource Global Series, Inc.
RiverSource Government Income Series, Inc.
RiverSource High Yield Income Series, Inc.
RiverSource Income Series, Inc.
RiverSource International Managers Series, Inc.
RiverSource International Series, Inc.
RiverSource Investment Series, Inc.
RiverSource Large Cap Series, Inc.
RiverSource Managers Series, Inc.
RiverSource Market Advantage Series, Inc.
RiverSource Money Market Series, Inc.
RiverSource Retirement Series Trust
RiverSource Sector Series, Inc.
RiverSource Selected Series, Inc.
RiverSource Special Tax-Exempt Series Trust.
RiverSource Strategic Allocation Series, Inc.
RiverSource Strategy Series, Inc.
RiverSource Tax-Exempt Income Series, Inc.
RiverSource Tax-Exempt Money Market Series, Inc.
RiverSource Tax-Exempt Series, Inc.
By: __________________________________
Xxxxxx X. Xxx
Vice President
RIVERSOURCE SERVICE CORPORATION
By: __________________________________
Xxx Xxxxxxx-Strong
Vice President - Transfer Agent Services
SCHEDULE A
FUNDS
The Funds to which this Agreement applies are divided into three categories for
purposes of determining the appropriate fee schedule in Schedule B. The
categories are: equity funds, fixed income funds, and money market funds. Each
Registrant is a Minnesota corporation except RiverSource California Tax-Exempt
Trust, RiverSource Special Tax-Exempt Series Trust, and RiverSource Retirement
Series Trust, which are Massachusetts business trusts:
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FUNDS WITH CLASSES A, B, C, I AND/OR Y
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EQUITY FUNDS
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RIVERSOURCE DIMENSIONS SERIES, INC.
RiverSource Disciplined Small and Mid Cap Equity Fund
RiverSource Disciplined Small Cap Value Fund
RIVERSOURCE EQUITY SERIES, INC.
RiverSource Mid Cap Growth Fund
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Emerging Markets Fund
RiverSource Global Equity Fund(a)
RiverSource Global Technology Fund
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RiverSource International Aggressive Growth Fund
RiverSource International Equity Fund
RiverSource International Select Value Fund
RiverSource International Small Cap Fund
RIVERSOURCE INTERNATIONAL SERIES, INC.
RiverSource Disciplined International Fund
RiverSource European Equity Fund
RiverSource International Opportunity Fund
RIVERSOURCE INVESTMENT SERIES, INC.
RiverSource Balanced Fund(a)
RiverSource Diversified Equity Income Fund
RiverSource Mid Cap Value Fund
RIVERSOURCE LARGE CAP SERIES, INC.
RiverSource Disciplined Equity Fund
RiverSource Growth Fund
RiverSource Large Cap Equity Fund
RiverSource Large Cap Value Fund
RIVERSOURCE MANAGERS SERIES, INC.
RiverSource Aggressive Growth Fund
RiverSource Fundamental Growth Fund
RiverSource Fundamental Value Fund
RiverSource Select Value Fund
RiverSource Small Cap Equity Fund
RiverSource Small Cap Value Fund
RiverSource Value Fund
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RiverSource Portfolio Builder Aggressive Fund(a)
RiverSource Portfolio Builder Moderate Aggressive Fund(a)
RiverSource Portfolio Builder Moderate Fund(a)
RiverSource Portfolio Builder Total Equity Fund(a)
RiverSource Small Company Index Fund(a), (b)
RIVERSOURCE RETIREMENT SERIES TRUST
RiverSource Retirement Plus 2010 Fund(c)
RiverSource Retirement Plus 2015 Fund(c)
RiverSource Retirement Plus 2020 Fund(c)
RiverSource Retirement Plus 2025 Fund(c)
RiverSource Retirement Plus 2030 Fund(c)
RiverSource Retirement Plus 2035 Fund(c)
RiverSource Retirement Plus 2040 Fund(c)
RiverSource Retirement Plus 2045 Fund(c)
RIVERSOURCE SECTOR SERIES, INC.
RiverSource Dividend Opportunity Fund
RiverSource Real Estate Fund
RIVERSOURCE SELECTED SERIES, INC.
RiverSource Precious Metals Fund
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RiverSource Strategic Allocation Fund(a)
RIVERSOURCE STRATEGY SERIES, INC.
RiverSource Equity Value Fund
RiverSource Small Cap Advantage Fund
RiverSource Small Cap Growth Fund
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FUNDS WITH CLASSES A, B, C, I AND/OR Y, CONTINUED
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FIXED INCOME FUNDS
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RIVERSOURCE BOND SERIES, INC.
RiverSource Core Bond Fund
RiverSource Floating Rate Fund
RiverSource Income Opportunities Fund
RiverSource Inflation Protected Securities Fund
RiverSource Limited Duration Bond Fund
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RiverSource California Tax-Exempt Fund(a), (d)
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RiverSource Diversified Bond Fund
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Emerging Markets Bond Fund
RiverSource Global Bond Fund
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RiverSource Short Duration U.S. Government Fund
RiverSource U.S. Government Mortgage Fund
RIVERSOURCE HIGH YIELD INCOME SERIES, INC.
RiverSource High Yield Bond Fund
RIVERSOURCE INCOME SERIES, INC.
RiverSource Income Builder Basic Income Fund
RiverSource Income Builder Enhanced Income Fund
RiverSource Income Builder Moderate Income Fund
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RiverSource Portfolio Builder Conservative Fund(a)
RiverSource Portfolio Builder Moderate Conservative Fund(a)
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RiverSource Massachusetts Tax-Exempt Fund(a), (d)
RiverSource Michigan Tax-Exempt Fund(a), (d)
RiverSource Minnesota Tax-Exempt Fund(a), (d)
RiverSource New York Tax-Exempt Fund(a), (d)
RiverSource Ohio Tax-Exempt Fund(a), (d)
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RiverSource Tax-Exempt High Income Fund(a)
RIVERSOURCE TAX-EXEMPT SERIES, INC.
RiverSource Intermediate Tax-Exempt Fund(a)
RiverSource Tax-Exempt Bond Fund(a)
MONEY MARKET FUNDS
------------------
RIVERSOURCE MONEY MARKET SERIES, INC.
RiverSource Cash Management Fund
RIVERSOURCE TAX-EXEMPT MONEY MARKET SERIES, INC.
RiverSource Tax-Exempt Money Market Fund(e)
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FUNDS WITH CLASSES D AND E
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EQUITY FUNDS
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RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RiverSource S&P 500 Index Fund
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(a) This Fund does not offer Class I shares.
(b) This Fund does not offer Class C shares.
(c) This Fund only offers Class A and Class Y shares.
(d) This Fund does not offer Class Y shares.
(e) This Fund does not offer different classes of shares. The fee for this Fund
is the same as the fee for Class A shares.
SCHEDULE B
FEE SCHEDULE
EQUITY FUNDS
------------
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund, is as follows:
Class A Class B Class C Class D Class E Class I Class Y
------- ------- ------- ------- ------- ------- -------
$19.50 $20.50 $20.00 $19.50 $19.50 $1.00 $17.50
------ ------ ------ ------ ------ ----- ------
FIXED INCOME FUNDS
------------------
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund is as follows:
Class A Class B Class C Class I Class Y
------- ------- ------- ------- -------
$20.50 $21.50 $21.00 $1.00 $18.50
------ ------ ------ ----- ------
MONEY MARKET FUNDS
------------------
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund is as follows:
Class A Class B Class C Class I Class Y
------- ------- ------- ------- -------
$22.00 $23.00 $22.50 $1.00 $20.00
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FOR ALL FUNDS:
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(1) An annual closed-account fee of $5.00 per inactive account, charged on a
pro rata basis from the date the account becomes inactive until the date
the account is purged from the transfer agent system.
(2) For purposes of this Agreement, accounts that are part of a 529 college
savings plan offering RiverSource funds will be charged at a rate that is
50% of the rate shown above.
SCHEDULE C
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return postage for
proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices, dividend
checks, records of account, purchase confirmations, exchange confirmations
and exchange prospectuses, redemption confirmations, redemption checks,
confirmations on changes of address and any other communication required
to be sent to shareholders
o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information and
other required mailings to shareholders
o stop orders
o outgoing wire charges
o National Securities Clearing Corporation charges related to fund
transactions
o other expenses incurred at the request or with the consent of the Fund
