ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of March 7, 2011 by and among Kansas City Life Insurance Company (“Kansas City Life”), Columbia Management Investment Advisers, LLC (formerly named RiverSource Investments, LLC, and successor to Xxxxxxxx Advisors, Inc.) (“Columbia”), Xxxxxxxx Portfolios, Inc. and RiverSource Variable Series Trust.
W I T N E S S E T H T H A T:
WHEREAS, Xxxxxxxx Portfolios, Inc., Kansas City Life and Columbia are parties to that certain Fund Participation Agreement, dated August 22, 2000 (the “Participation Agreement”);
WHEREAS, the shareholders of the portfolios listed on Exhibit A attached hereto (each a “Portfolio”) have voted to approve a proposal to merge the Portfolio with and into a series fund of RiverSource Variable Series Trust as listed on Exhibit A (each, a “Reorganization”);
WHEREAS, Xxxxxxxx Portfolios, Inc. would like to assign its duties and obligations under the Participation Agreement to RiverSource Variable Series Trust solely with respect to the Portfolios;
WHEREAS, RiverSource Variable Series Trust is willing to accept such assignment and to assume Xxxxxxxx Portfolios, Inc.’s duties and obligations under the Participation Agreement solely with respect to the portfolios; and
WHEREAS, the Participation Agreement provides that the Participation Agreement may not be assigned by either party without the prior written consent of the other party;
NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows:
1. Kansas City Life and Columbia hereby consent to the assignment of all rights, title and interest of Xxxxxxxx Portfolios, Inc. under the Agreement to RiverSource Variable Series Trust, solely with respect to the Portfolios.
2. To the extent the Participation Agreement is deemed to be an agreement relating to a written plan adopted under Rule 12b-1, Kansas City Life and Columbia consent and agree to enter into a new participation agreement on terms identical to those in the Participation Agreement, other than the substitution of RiverSource Variable Series Trust for Xxxxxxxx Portfolios, Inc., upon the Reorganization.
3. This Agreement shall be effective with respect to each Portfolio as of the date the reorganization occurs.
4. This Agreement shall be construed in accordance with the laws applicable to the Participation Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.
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KANSAS CITY LIFE INSURANCE COMPANY
By: /s/ A. Xxxxx Xxxxx Jr.
Name: A. Xxxxx Xxxxx Jr.
Title: VP, General Counsel & Secretary
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XXXXXXXX PORTFOLIOS, INC.
By: /s/ J. Xxxxx Xxxxxxxxxxx
Name: J. Xxxxx Xxxxxxxxxxx
Title: President
COLUMBIA MANAGEMENT INVESTMENTS ADVISER, LLC
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: SVP, Head of Intermediary Dist.
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COLUMBIA FUNDS VARIABLE INSURANCE TRUST
By: /s/ J. Xxxxx Xxxxxxxxxxx
Name: J. Xxxxx Xxxxxxxxxxx
Title: President
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EXHIBIT A
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Xxxxxxxx Portfolio
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Acquiring Fund
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Anticipated
Merger Date
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Xxxxxxxx Smaller Cap Value Portfolio
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Xxxxxxxx Variable Portfolio — Smaller-Cap Value Fund, a series of RiverSource Variable Series Trust
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March 11, 2011
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Xxxxxxxx Communication and Information Portfolio
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Xxxxxxxx Global Technology Fund, a series of RiverSource Variable Series Trust *
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March 11, 2011
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*On March 7, 2011, Xxxxxxxx Global Technology Portfolio, as series of Xxxxxxxx Portfolios, Inc., redomiciled as a series of RiverSource Variable Series Trust, a Massachusetts Business Trust. It is anticipated that RiverSource Variable Series Trust will be renamed Columbia Funds Variable Series Trust II on April, 25, 2011 and Xxxxxxxx Global Technology Portfolio will be renamed Columbia Variable Portfolio – Xxxxxxxx Global Technology Funds on May 2, 2011.
