Exhibit 99(h)(1)
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement"), effective as of November
8, 2007, is by and between Ameriprise Financial, Inc. ("Administrator"), a
Delaware corporation, and RiverSource Variable Series Trust ("Registrant"), on
behalf of its underlying series listed in Schedule A (each a "fund" and
collectively the "funds"). The terms "Fund" or "Funds" are used to refer to
either the Registrant or the underlying series as context requires.
PART ONE: SERVICES
(1) The Fund hereby retains Administrator, and Administrator hereby agrees, for
the period of this Agreement and under the terms and conditions set forth
in this Agreement, to furnish the Fund continuously with all
administrative, accounting, treasury, and other services, as set forth in
more detail, below:
(a) Administration services necessary and appropriate for the business of
the Fund, including but not limited to:
(i) Preparing all general or routine shareholder communications
including notices of dividends and capital gains distributions;
(ii) Preparing and filing of shareholder reports and other required
regulatory reports and communications;
(iii) Preparing and filing of tax reports, including the Fund's
income tax returns;
(iv) Monitoring the Fund's compliance with Subchapter M of the
Internal Revenue Code, and other applicable tax laws and
regulations;
(v) Executing the pricing process and monitoring the reliability of
the valuation information received from the independent
third-party pricing services and brokers;
(vi) Coordinating and supervising relations with, and monitoring the
performance of, custodians, depositories, transfer and pricing
agents, accountants, underwriters, brokers and dealers,
insurers, printers, Fund auditors, and other persons serving
the Fund, deemed to be necessary or desirable;
(vii) Maintaining Fund registration statement updates, and
maintaining registration in the jurisdictions in which shares
of the Fund are offered for sale;
(viii) Preparing reports, information, surveys, or other analyses to
third parties as deemed necessary or desirable by the Fund; and
(ix) Preparing reports, evaluations, information, surveys,
statistical analysis or other analysis of the Fund as the Board
of Trustees of the Fund ("Board") may request from time to
time.
(x) Providing support for the Board in connection with the Board's
efforts to vote proxies on behalf of the Fund.
(b) Accounting and recordkeeping services necessary and appropriate for
the business of the Fund, including but not limited to:
(i) Calculating and supervising publication of the Fund's daily net
asset value quotations, pricing, performance and yield
information, periodic earnings reports, and other financial
data, consistent with federal securities laws and the Fund's
current prospectus; and
(ii) Monitoring the Fund's compliance with accounting operations
control processes.
(c) Treasury services necessary and appropriate for the business of the
Fund, including but not limited to:
(i) Monitoring daily cash and transaction statements and reports
from the Fund's transfer agent and custodian; and
(ii) Completing daily cash reconciliations, notifying Fund's
custodian of such reconciliations, and reporting investable
cash to the Fund's investment manager and subadvisers, as
directed by the Fund's investment manager or subadviser, if
applicable.
(d) Other services necessary and appropriate for the operations of the
Fund, not listed above, including but not limited to:
(i) Providing compliance services, as directed by the Fund's Chief
Compliance Officer, which may include monitoring the Fund's
compliance with applicable federal, state and foreign
securities laws, and the rules and regulations thereunder, as
applicable, including, without limitation, the Investment
Company Act of 1940, the Securities and Exchange Act of 1934
and the Securities Act of 1933, each as amended from time to
time, and the rules promulgated under each of the foregoing;
(ii) Providing legal support of all administration services provided
by Administrator under this Agreement;
(iii) Providing other services related to this Agreement, including
drafting, filing and maintaining Fund's charter documents with
regulatory authorities; drafting, negotiating and maintaining
any necessary Fund agreements; assisting in the preparation of
regulatory filings; and arranging for and preparing or
coordinating materials in connection with shareholder meetings,
as necessary;
(iv) Providing services to the Fund and to the Board including
coordinating and preparing materials for Board and Committee
meetings; providing guidance and preparing materials on
corporate and legal issues relevant to the Fund's business; and
assisting in the Fund's procurement of fidelity bond coverage
and error and omissions/directors (trustees) and officers
insurance coverage;
(v) Maintaining the Fund's books and records in accordance with all
applicable federal and state securities laws and regulations;
and
(vi) Maintaining, together with affiliated companies, a business
continuation and recovery program for the Fund, provided that,
to the extent consistent with applicable law and regulation,
any services provided pursuant to clauses (iii) and (iv) in
this Part (1)(d) shall, in the reasonable discretion of the
chairperson of the Board (the "Chair"), be subject to review
and oversight of the Board, any committee thereof or the Chair.
(2) Administrator agrees to pay on behalf of the Fund such expenses as may be
provided for in Part Three; subject always to the direction and control of
the Board, the Executive Committee and the authorized officers of the Fund
and to maintain an adequate organization of competent persons,.
Administrator agrees to meet with any persons at such times as the Board
deems appropriate for the purpose of reviewing Administrator's performance
under this Agreement.
(3) The Fund agrees that it will furnish to Administrator any information that
the latter may reasonably request with respect to the services performed or
to be performed by Administrator under this Agreement.
(4) It is understood and agreed that in furnishing the Fund with services under
this Agreement, neither Administrator, nor any officer, director or agent
thereof shall be held liable to shareholders of the Fund, the Fund or its
creditors for errors of judgment or for anything except willful
misfeasance, bad faith, or negligence in the performance of its duties, or
reckless disregard of its obligations and duties under the terms of this
Agreement. It is further understood and agreed that Administrator may rely
upon information furnished to it reasonably believed to be accurate and
reliable.
PART TWO: COMPENSATION FOR SERVICES
(1) The Fund agrees to pay to Administrator, and Administrator covenants and
agrees to accept from the Fund in full payment for the services furnished,
a fee as described in Schedule B. The fee for each calendar day of each
year shall be equal to 1/365th (1/366th in each leap year) of the total
amount computed. The computation shall be made for each day on the basis of
net assets as of the close of the preceding day. In the case of the
suspension of the computation of net asset value, the administrative fee
for each day during the suspension shall be computed as of the close of
business on the last full day on which the net assets were computed. As
used in this Agreement "net assets" as of the close of a full day includes
all transactions in shares of the Fund recorded on the books of the Fund
for that day.
(2) The administrative fee shall be paid on a monthly basis and, in the event
of the termination of this Agreement, in whole or in part with respect to
any Fund, the administrative fee accrued shall be prorated on the basis of
the number of days that this Agreement is in effect during the month with
respect to which such payment is made.
(3) The administrative fee shall be paid in cash by the Fund to Administrator
within five (5) business days after the last day of each month.
PART THREE: ALLOCATION OF EXPENSES
(1) The Fund agrees to pay:
(a) Administrative fees payable to Administrator for its services under
the terms of this Agreement.
(b) Taxes.
(c) Fees and charges of its independent certified public accountants for
services the Fund requests.
(d) Commitment fees on lines of credit.
(e) Fees and expenses of attorneys (i) it employs in matters not involving
the assertion of a claim by a third party against the Fund, its Board
members and officers, (ii) it employs in conjunction with a claim
asserted by the Board against Administrator, except that
Administrator shall reimburse the Fund for such fees and expenses if
it is ultimately determined by a court of competent jurisdiction, or
Administrator agrees, that it is liable in whole or in part to the
Fund, (iii) it employs to assert a claim against a third party, and
(iv) it or Administrator employs, with the approval of the Board, to
assist in the evaluation of certain investments or other matters
related to the administration of the Fund.
(f) Fees paid for the qualification and registration for public sale of
the securities of the Fund under the laws of the United States and of
the several states in which such securities shall be offered for sale.
(g) Fees of consultants employed by the Fund.
(h) Board member, officer and employee expenses which shall include fees,
salaries, memberships, dues, travel, seminars, pension, profit
sharing, and all other benefits paid to or provided for Board members,
officers and employees, directors and officers liability insurance,
errors and omissions liability insurance, worker's compensation
insurance and other expenses applicable to the Board members, officers
and employees, except the Fund will not pay any fees or expenses of
any person who is an officer or employee of Administrator or its
affiliates.
(i) Filing fees and charges incurred by the Fund in connection with filing
any amendment to its organizational documents, or incurred in filing
any other document with the state where the Fund is organized or its
political subdivisions.
(j) Organizational expenses of the Fund.
(k) Fund Board and Fund office expenses, separate from Administrator or
affiliates of Administrator, which shall include a charge for
occupancy, insurance on the premises, furniture and equipment,
telephone, telegraph, electronic information services, books,
periodicals, published services, and office supplies used by the Fund.
(l) Other expenses properly payable by the Fund, approved by the Board.
(2) Administrator agrees to pay all expenses associated with the services it
provides under the terms of this Agreement
PART FOUR: MISCELLANEOUS
(1) Administrator shall be deemed to be an independent contractor and, except
as expressly provided or authorized in this Agreement, shall have no
authority to act for or represent the Fund.
(2) A "full business day" shall be as defined in the By-laws of the Fund.
(3) The Fund recognizes that Administrator and its affiliates, pursuant to
separate agreements, now render and may continue to render services to
other investment companies and persons which may or may not have policies
similar to those of the Fund and that Administrator provides services for
its own investments and/or those of its affiliates. Administrator shall be
free to provide such services and the Fund hereby consents thereto.
(4) Neither this Agreement nor any transaction had pursuant hereto shall be
invalidated or in any way affected by the fact that Board members,
officers, agents and/or shareholders of the Fund are or may be interested
in Administrator or any successor or assignee thereof, as directors,
officers, stockholders or otherwise; that directors, officers, stockholders
or agents of Administrator are or
may be interested in the Fund as Board members, officers, shareholders, or
otherwise; or that Administrator or any successor or assignee, is or may be
interested in the Fund as shareholder or otherwise, provided, however, that
neither Administrator, nor any officer, Board member or employee thereof or
of the Fund, shall sell to or buy from the Fund any property or security
other than shares issued by the Fund, except in accordance with applicable
regulations or orders of the United States Securities and Exchange
Commission.
(5) Any notice under this Agreement shall be given in writing, addressed, and
delivered, or mailed postpaid, to the party to this Agreement entitled to
receive such, at such party's principal place of business in Minneapolis,
Minnesota, or to such other address as either party may designate in
writing mailed to the other.
(6) Administrator agrees that no officer, director or employee of Administrator
will deal for or on behalf of the Fund with himself as principal or agent,
or with any corporation or partnership in which he may have a financial
interest, except that this shall not prohibit officers, directors or
employees of the Administrator's affiliated companies from having a
financial interest in the Fund or in Administrator.
(7) The Fund agrees that Administrator may subcontract for certain of the
services described under this Agreement with the understanding that there
shall be no diminution in the quality or level of the services and that
Administrator remains fully responsible for the services.
(8) 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. This Agreement shall be governed by the laws of the State
of Minnesota.
(9) Each Fund 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.
PART FIVE: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect from year to year as the parties
may mutually agree, except that continuance shall be specifically approved
at least annually by a vote of a majority of the Board members 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
by a majority of the Board members or by vote of a majority of the
outstanding voting securities of the Fund, 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. As used in this paragraph,
the term "interested person" shall have the meaning as set forth in the
1940 Act.
(2) Non-material amendments or modifications to this Agreement will only be
made effective upon written agreement executed by the Administrator and the
Fund.
IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as
of the day and year first above written.
RIVERSOURCE VARIABLE SERIES TRUST
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Xxxxxxx Xxxxxxxx
President
AMERIPRISE FINANCIAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx
President - U.S. Asset Management
and Chief Investment Officer
SCHEDULE A
FUNDS
The Funds, each a Massachusetts business trust, to which this Agreement applies
follow:
RIVERSOURCE VARIABLE SERIES TRUST
RiverSource Variable Portfolio-Balanced Fund
RiverSource Variable Portfolio-Cash Management Fund
RiverSource Variable Portfolio-Core Bond Fund
RiverSource Variable Portfolio-Core Equity Fund
RiverSource Variable Portfolio-Diversified Bond Fund
RiverSource Variable Portfolio-Diversified Equity Income Fund
RiverSource Variable Portfolio-Emerging Markets Fund
RiverSource Variable Portfolio-Fundamental Value Fund
RiverSource Variable Portfolio-Global Bond Fund
RiverSource Variable Portfolio-Global Inflation Protected Securities Fund
RiverSource Variable Portfolio-Growth Fund
RiverSource Variable Portfolio-High Yield Bond Fund
RiverSource Variable Portfolio-Income Opportunities Fund
RiverSource Variable Portfolio-International Opportunity Fund
RiverSource Variable Portfolio-Large Cap Equity Fund
RiverSource Variable Portfolio-Large Cap Value Fund
RiverSource Variable Portfolio-Mid Cap Growth Fund
RiverSource Variable Portfolio-Mid Cap Value Fund
RiverSource Variable Portfolio-S&P 500 Index Fund
RiverSource Variable Portfolio-Select Value Fund
RiverSource Variable Portfolio-Short Duration U.S. Government Fund
RiverSource Variable Portfolio-Small Cap Advantage Fund
RiverSource Variable Portfolio-Small Cap Value Fund
SCHEDULE B
FEE SCHEDULE
The fee is based on the net assets of the Fund as set forth in the following
table:
ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
---------------------------------------------------------------------------------------
500,000,001 - 1,000,000,001 - 3,000,000,001 -
FUNDS 0 - 500,000,000 1,000,000,000 3,000,000,000 12,000,000,000 12,000,000,001 +
--------------------------------------- --------------- ------------- ---------------- --------------- ----------------
SCHEDULE I 0.080% 0.075% 0.070% 0.060% 0.050%
Variable Portfolio-Emerging Markets 0.080% 0.075% 0.070% 0.060% 0.050%
Variable Portfolio-Global Bond 0.080% 0.075% 0.070% 0.060% 0.050%
Variable Portfolio-International 0.080% 0.075% 0.070% 0.060% 0.050%
Opportunity
Variable Portfolio-Small Cap Advantage 0.080% 0.075% 0.070% 0.060% 0.050%
Variable Portfolio-Small Cap Value 0.080% 0.075% 0.070% 0.060% 0.050%
----- ----- ----- ----- -----
SCHEDULE II 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Core Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Diversified Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Global Inflation 0.070% 0.065% 0.060% 0.050% 0.040%
Protected Securities
Variable Portfolio-High Yield Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Income Opportunities 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Short Duration U.S. 0.070% 0.065% 0.060% 0.050% 0.040%
Government
----- ----- ----- ----- -----
SCHEDULE III 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Balanced 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Cash Management 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Diversified Equity 0.060% 0.055% 0.050% 0.040% 0.030%
Income
Variable Portfolio-Growth 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Large Cap Equity 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Large Cap Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Mid Cap Growth 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Mid Cap Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Fundamental Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-S&P 500 Index 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Select Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Value 0.060% 0.055% 0.050% 0.040% 0.030%
----- ----- ----- ----- -----
SCHEDULE V 0% 0% 0% 0% 0%
Variable Portfolio - Core Equity 0 0 0 0 0
----- ----- ----- ----- -----
