Exhibit 10(s)
ADMINISTRATION AND SERVICES AGREEMENT
THIS ADMINISTRATION AND SERVICES AGREEMENT is made as of the 1st day of
October, 2005, by and between RIVERSOURCE INVESTMENTS, LLC, a Minnesota
limited liability company ("RiverSource") and AMERIPRISE FINANCIAL, INC., a
Delaware corporation ("Ameriprise").
WITNESSETH
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WHEREAS, RiverSource is an investment adviser registered under the Investment
Advisers Act of 1940 and provides investment management services to a variety
of accounts, as identified in Exhibit A (the "Exhibit A Accounts");
WHEREAS, RiverSource desires to delegate to Ameriprise, or retain
certain of its personnel to perform as officers or employees of
RiverSource, certain administrative and investment support services, in
the manner and on the terms and conditions hereafter set forth; and
WHEREAS, Ameriprise has staff to support such services and accepts such
delegation, and desires for its employees to be retained, to perform
such services on said terms and conditions; and
WHEREAS, Ameriprise provides various administrative services to a variety of
accounts, as identified in Exhibit B (the "Exhibit B Accounts").
WHEREAS, Ameriprise desires to delegate to RiverSource, or retain
certain of its personnel to perform as officers or employees of
Ameriprise, those responsibilities, in the manner and on the terms and
conditions hereafter set forth; and
WHEREAS, RiverSource has the staff to support such services and accepts
such delegation, and desires for its employees to be retained, to
perform such services on such terms and conditions; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, RiverSource and Ameriprise agree as follows:
1. DUTIES OF AMERIPRISE.
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In relation to the Exhibit A Accounts, RiverSource hereby:
(a) Delegates to Ameriprise (or any affiliate of Ameriprise that may be
identified to provide such services from time to time) the
investment accounting, transfer agency services and other general
administration support services for the Accounts. Such delegation
is pursuant to the terms of the Investment Management Agreement
for each Account.
The specific Accounts with respect to which this Section 1(a)
applies shall be identified on Exhibit A.
(b) Retains certain Ameriprise personnel to support certain asset
liability management functions for the Accounts as officers or
employees of RiverSource. The specific Accounts with respect to
which this Section 1(b) applies shall be identified on Exhibit A.
(c) Retains Ameriprise as paying agent to facilitate the payment of
investment management fees to sub-advisors retained to provide
services under certain Investment Management Agreements. The
specific Accounts with respect to which this Section 1(c) applies
shall be identified on Exhibit A.
(d) Agrees to deliver to Ameriprise on a timely basis such information
as may be necessary or appropriate for Ameriprise's performance
of its duties and responsibilities under this Agreement, and
Ameriprise shall be entitled to rely on the accuracy and
completeness of such information in performing its duties under
this Agreement.
2. DUTIES OF RIVERSOURCE.
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In relation to the Exhibit B Accounts, Ameriprise hereby:
(a) Delegates to RiverSource the proxy voting administration and other
general administrative support services for the Accounts. Such
delegation is pursuant to the terms of the Administrative Services
Agreement for each Account. The specific Accounts with respect to
which this Section 2(a) applies shall be identified on Exhibit B.
(b) Retains certain RiverSource personnel to support certain real
estate administration and servicing functions for the Accounts as
officers or employees of Ameriprise. The specific Accounts with
respect to which this Section 2(b) applies shall be identified
on Exhibit B.
(c) Agrees to deliver to RiverSource on a timely basis such information
as may be necessary or appropriate for RiverSource's performance
of it's duties and responsibilities under this Agreement, and
RiverSource shall be entitled to rely on the accuracy and
completeness of such information in performing its duties under
this Agreement.
3. DUTIES OF AMERIPRISE AND RIVERSOURCE WITH RESPECT TO GENERAL STAFF
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FUNCTIONS.
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(a) Ameriprise agrees to provide such personnel as the parties shall
agree from time to time to support certain general staff functions
of RiverSource as officers or employees of RiverSource.
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(b) RiverSource agrees to provide such personnel as the parties shall
agree from time to time to support certain general staff functions
of Ameriprise as officers or employees of Ameriprise.
4. COMPENSATION.
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RiverSource and Ameriprise each agree to pay the other for the services
under this Agreement a fee for each calendar month of each year in
accordance with Exhibit C, which is annexed to and made a part of this
Agreement. Within 30 days of the end of each calendar month, each party
shall be notified of and paid the amount estimated to be owed for services
and the use of facilities pursuant to this Agreement for that calendar
month. Such notification shall take place via an electronic allocation
process involving both parities or in some other form.
5. LIMITATION OF LIABILITY.
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In furnishing RiverSource with services as provided herein, Ameriprise
(including any officer, director or agent) shall exercise its best judgment
and shall not be held liable to RiverSource, its creditors or the holders of
its securities or deposits for errors of judgment or for any loss except a
loss resulting from the 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 Ameriprise may rely upon information furnished to it by
RiverSource that it reasonably believes to be accurate and reliable.
In furnishing Ameriprise with services as provided herein, RiverSource
(including any officer, director or agent) shall exercise its best judgment
and shall not be held liable to Ameriprise, its creditors or the holders of
its securities or deposits for errors of judgment or for any loss except a
loss resulting from the 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 RiverSource may rely upon information furnished to it by
Ameriprise that it reasonably believes to be accurate and reliable.
6. CONFIDENTIALITY.
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All information and advice furnished by either party under this Agreement
shall be confidential and shall not be disclosed to third parties, except as
required by law. All information furnished by either party under this
Agreement shall be confidential and shall not be disclosed to any
unaffiliated third party, except as permitted or required by law, where it
is necessary to effect transactions or provide other services to a party, or
where a party requests or authorizes the other party to do so.
The obligations under this Section 6 shall not apply to confidential
information to the extent such information (i) is or becomes published or
otherwise generally available to the public through no wrongful act of the
information recipient, (ii) is information which the information recipient can
show was properly in its possession prior to receipt from the information
owner, (iii) is or becomes available to the information recipient from a
source other than the information owner having no obligation of nondisclosure
with respect thereto, (iv) is information which the information recipient
can show was independently developed by the information recipient, (v) is
required by law to be
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disclosed, provided, however, that the information recipient shall make
reasonable efforts to have confidential treatment accorded to the
confidential information and, to the extent permitted by law, shall make
reasonable efforts to notify the information owner as appropriate prior to
disclosure thereof, or (vi) is requested by any regulator, including any
self-regulatory organization of which the information recipient is a member,
to be disclosed, provided, however, that the information recipient will take
reasonable steps to notify the regulator of the confidential nature of the
confidential information.
Notwithstanding anything in this Section 6 to the contrary, Ameriprise may
share Confidential Information with its affiliates in accordance with its
privacy policies in effect from time to time.
7. ACTIVITIES OF AMERIPRISE AND RIVERSOURCE.
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The services of Ameriprise under this Agreement are not deemed exclusive,
and Ameriprise and any person controlled by or under common control with
Ameriprise shall be free to render similar services to others. The services
of RiverSource under this Agreement are not deemed exclusive, and
RiverSource and any person controlled by or under common control with
RiverSource shall be free to render similar services to others.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
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This Agreement shall become effective as of the date first above written and
shall remain in force for an unlimited duration unless and until terminated
by either party as hereinafter provided. This Agreement may be terminated by
either RiverSource or Ameriprise at any given time by giving the other party
at least 60 days' previous written notice of such intention to terminate.
9. AMENDMENTS OF THIS AGREEMENT.
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This Agreement may be amended by the parties hereto only if such amendment
is set forth in a written instrument executed by each of the parties hereto.
10. GOVERNING LAW.
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The provisions of this Agreement shall be construed and interpreted in
accordance with the internal laws of the State of Minnesota as at the time
in effect.
11. ENTIRE AGREEMENT.
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This Agreement represents the entire agreement as to its subject matter
between the parties and supercedes any prior agreement whether written or
oral. Nothing herein shall prevent any affiliate that has been appointed by
Ameriprise and/or RiverSource to provide services under this Agreement from
entering into and/or retaining a separate agreement with Ameriprise and/or
RiverSource where necessary to meet any requirements associated with
inter-company arrangements.
12. COUNTERPARTS.
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This Agreement may be executed by the parties hereto in counterparts and if
executed in more than one counterpart, the separate instruments shall
constitute one agreement.
13. NOTICES.
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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 as set out here:
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RIVERSOURCE:
RiverSource Investments, LLC
000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxx XxXxxxx
With a copy to:
Ameriprise Financial, Inc.
50605 Ameriprise Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Chief Legal Officer, RiverSource Investments, LLC
AMERIPRISE:
Ameriprise Financial, Inc.
000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx
with a copy to Chief Counsel, Asset Management
or to such other address as either party may designate in writing mailed
to the other.
14. ARBITRATION.
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(a) EACH PARTY UNDERSTANDS AND AGREES THAT:
(i) ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
(ii) THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL;
(iii) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN,
AND DIFFERENT FROM, COURT PROCEEDINGS;
(iv) THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
FINDINGS OR LEGAL REASONING, AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED; AND
(v) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY
OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
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(b) ANY CONTROVERSY ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR
THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION AND CONDUCTED PURSUANT
TO THE FEDERAL ARBITRATION ACT BEFORE THE AMERICAN ARBITRATION ASSOCIATION
OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS INC., THE CHICAGO STOCK
EXCHANGE INC., THE NEW YORK STOCK EXCHANGE, THE AMERICAN STOCK EXCHANGE TO THE
EXTENT EITHER PARTY MAY BE A MEMBER OF SUCH EXCHANGE, THE MUNICIPAL
SECURITIES RULEMAKING BOARD OR THE INDEPENDENT NON-INDUSTRY ARBITRATION
FORUM AS EITHER MAY ELECT. JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATORS
MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
(c) NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST
ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A
MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT
TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS
CERTIFICATION IS DENIED; (ii) THE CLASS IS DECERTIFIED; OR (iii) THE COMPANY
IS EXCLUDED FROM THE CLASS BY THE COURT.
(d) SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT
CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE
EXTENT STATED HEREIN.
15. MISCELLANEOUS.
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(a) Severability. If any term of this Agreement is found to be invalid or
unenforceable, all other provisions will remain in force. The failure of
either party to insist on strict compliance with this Agreement is not
considered a waiver of such party's rights under this Agreement.
(b) Headings. All section and paragraph headings are for convenience of
reference only and do not form part of this Agreement.
(c) Force Majeure. No party to this Agreement will be responsible for
nonperformance resulting from acts beyond the reasonable control of such
party, provided that such party uses commercially reasonable efforts to
avoid or remove such causes of nonperformance and continues performance under
this Agreement with reasonable dispatch as soon as such causes are removed.
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THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 14.
In witness whereof, the parties hereto have executed the foregoing Agreement
effective as of the day and year first above written.
AMERIPRISE FINANCIAL, INC. RIVERSOURCE
INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxx By:
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Print name: Xxxxx X. Xxxxxxxxxx Print name: Xxxxxxx X. "Xxx" Xxxxxxxx
Print title: President, Chairman of Print title: President, Chairman
the Board and CEO of the Board and CIO
Date: October 31, 2005 Date: October 31, 2005
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THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN SECTION 14.
In witness whereof, the parties hereto have executed the foregoing Agreement
effective as of the day and year first above written.
AMERIPRISE FINANCIAL, INC. RIVERSOURCE
INVESTMENTS, LLC
By: By: /s/ Xxxxxxx X. Xxxxxxxx
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Print name: Xxxxx X. Xxxxxxxxxx Print name: Xxxxxxx X. "Xxx" Xxxxxxxx
Print title: President, Chairman of Print title: President, Chairman
the Board and CEO of the Board and CIO
Date: October 31, 2005 Date: October 31, 2005
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EXHIBIT A
DUTIES OF AMERIPRISE FINANCIAL, INC.
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DUTIES OF ACCOUNT NAME
AMERIPRISE
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Investment Accounting American Express International Deposit Company
American Express Bank International and American
Express Bank Ltd.
American Express Travel Related Services Company, Inc.
Ameriprise Certificate Company
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General Administrative Ameriprise Certificate Company
Support
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Share AMP Personnel to American Express International Deposit Company
Support RiverSource
Investments' Asset Ameriprise Certificate Company
Liability Management
Function Ameriprise Financial, Inc. (Corporate Accounts of
certain subsidiaries)
IDS Life Insurance Company
American Partners Life Insurance Company
American Enterprise Life Insurance Company
IDS Life Insurance Company of New York
American Centurion Life Assurance Company
IDS Property Casualty Insurance Company
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Paying Agent to RiverSource Retail Funds
Facilitate Payment of
Sub-Advisors RiverSource VP Funds
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Dated: As of October 1, 2005
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EXHIBIT B
DUTIES OF RIVERSOURCE INVESTMENTS, LLC
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DUTIES OF ACCOUNT NAME
RIVERSOURCE
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Proxy Voting RiverSource Retail Funds
Administration and
General Administrative RiverSource VP Funds
Support
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Share RiverSource Ameriprise Certificate Company
Personnel to Support
Ameriprise Financial's IDS Life Insurance Company
Real Estate
Administration and American Partners Life Insurance Company
Servicing Function
American Enterprise Life Insurance Company
IDS Life Insurance Company of New York
American Centurion Life Assurance Company
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Dated: As of October 1, 2005
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EXHIBIT C
COMPENSATION TO AMERIPRISE AND RIVERSOURCE
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The fee that shall be paid to Ameriprise and RiverSource under the Agreement
for each calendar month of each year shall be equal to each of their
respective allocated costs in providing the services set forth in the
Agreement.
Dated: As of October 1, 2005
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