Exhibit 99(g)(1)
CUSTODY AGREEMENT
This Custodian Agreement, first entered into as of November 8, 2007
("Agreement"), is by and between Ameriprise Trust Company, a corporation
organized under the laws of the state of Minnesota with its principal place of
business at Minneapolis, Minnesota ("Custodian"), 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. The Fund and the Custodian are collectively referred to as the
"parties."
WHEREAS, the Fund desires that its securities and cash be hereafter held and
administered by the Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Fund
and the Custodian agree as follows:
Section 1. Definitions
The word "securities" as used herein shall be construed to include, without
being limited to, shares, stocks, treasury stocks, including any stocks of the
Fund, notes, bonds, debentures, evidences of indebtedness, options to buy or
sell stocks or stock indexes, certificates of interest or participation in any
profit-sharing agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional or
undivided interests in oil, gas or other mineral rights, or any certificates of
interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, acceptances and other obligations and any evidence of any right or
interest in or to any cash, property or assets and any interest or instrument
commonly known as a security. In addition, for the purpose of this Agreement,
the word "securities" also shall include other instruments in which the Fund may
invest including currency forward contracts and commodities such as interest
rate or index futures contracts, margin deposits on such contracts or options on
such contracts.
The words "custodian order" shall mean a request for direction, including a
computer printout directed to the Custodian and signed in the name of the Fund
on behalf of the Fund by any individual designated in the current certified list
referred to in Section 2.
The word "facsimile" shall mean an exact copy or likeness, which is
electronically transmitted for instant reproduction.
Section 2. Names, Titles and Signatures of Authorized Persons
The Fund will certify to the Custodian the names and signatures of its present
officers and other designated persons authorized on behalf of the Fund to direct
the Custodian by custodian order as herein before defined. The Fund agrees that
whenever any change occurs in this list it will provide to the Custodian a copy
of a resolution certified by the Secretary or an Assistant Secretary of the Fund
as having been duly adopted by the Fund's Board of Trustees (the "Board") or the
Executive Committee of the Board designating those persons currently authorized
on behalf of the Fund to direct the Custodian by custodian order. Upon the
Custodian's receipt of such a certified resolution (to be accompanied by
specimen signatures of the designated persons), the persons so designated in
such resolution shall constitute the current certified list. The Custodian is
authorized to rely and act upon the names and signatures of the individuals as
they appear in the most recent list from the Fund which has been delivered to
the Custodian as herein above provided.
Section 3. Use of Subcustodians
The Custodian may make arrangements, where appropriate, with other banks having
not less than two million dollars aggregate capital, surplus and undivided
profits for the custody of securities or other instruments. Any such bank
selected by the Custodian to act as subcustodian shall be deemed to be the agent
of the Custodian.
The Custodian also may enter into arrangements for the custody of securities
entrusted to its care through foreign branches of U.S. banks; through foreign
banks, banking institutions or trust companies; through foreign subsidiaries of
U.S. banks or bank holding companies; or through foreign securities depositories
or clearing agencies (hereinafter also called, collectively, the "Foreign
Subcustodian") or indirectly through an agent, established under the first
paragraph of this section, if and to the extent permitted by Section 17(f) of
the Investment Company Act of 1940 (the "1940 Act") and the rules promulgated by
the Securities and Exchange Commission (the "SEC") thereunder, or any
"no-action" letter received from the staff of the SEC. To the extent the
existing provisions of the Agreement are consistent with the requirements of
such section, rules, order or no-action letter, they shall apply to all such
foreign custodianships. To the extent such provisions are inconsistent with or
additional requirements are established by such section, rules, order or
no-action letter, the requirements of such section, rules, order or no-action
letter will prevail and the parties will adhere to such requirements; provided,
however, in the absence of notification from the Fund of any changes or
additions to such requirements, the Custodian shall have no duty or
responsibility to inquire as to any such changes or additions.
Section 4. Receipt and Disbursement of Money
(1) The Custodian shall open and maintain a separate account or accounts in the
name of the Fund or cause its agent to open and maintain such account or
accounts subject only to checks, drafts or directives by the Custodian
pursuant to the terms of this Agreement. The Custodian or its agent shall
hold in such account or accounts, subject to the provisions hereof, all
cash received by it from or for the account of the Fund. The Custodian or
its agent shall make payments of cash to or for the account of the Fund
from such cash only:
(a) for the purchase of securities for the portfolio of the Fund upon the
receipt of such securities by the Custodian or its agent unless
otherwise instructed on behalf of the Fund;
(b) for the purchase or redemption of shares of capital stock of the Fund;
(c) for the payment of interest, dividends, taxes, management fees, or
operating expenses (including, without limitation thereto, fees for
legal, accounting and auditing services);
(d) for payment of distribution fees, commissions, or redemption fees, if
any;
(e) for payments in connection with the conversion, exchange or surrender
of securities owned or subscribed to by the Fund held by, or to be
delivered to, the Custodian;
(f) for payments in connection with the return of securities loaned by the
Fund upon receipt of such securities or the reduction of collateral
upon receipt of proper notice;
(g) for payments for other proper corporate purposes; or
(h) upon the termination of this Agreement.
Before making any such payment for the purposes permitted under these items
(a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this section, the
Custodian shall receive and may rely upon a custodian order directing such
payment and stating that the payment is for such a purpose permitted under
these items (a), (b), (c), (d), (e), (f) or (g) or, where appropriate, a
trade affirmation report, and that in respect to item (g), a copy of a
resolution of the Board or of the Executive Committee signed by an officer
of the Fund and certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the purpose to be a
proper corporate purpose, and naming the person or persons to whom such
payment is made. Notwithstanding the above, for the purposes permitted
under items (a) or (f) of paragraph (1) of this section, the Custodian may
rely upon a facsimile order.
(2) The Custodian is hereby appointed the attorney-in-fact of the Fund to
endorse and collect all checks, drafts or other orders for the payment of
money received by the Custodian for the account of the Fund and drawn on or
to the order of the Funds and to deposit same to the account of the Fund
pursuant to this Agreement.
Section 5. Receipt of Securities
Except as permitted by the second paragraph of this section, the Custodian or
its agent shall hold in a separate account or accounts, and physically
segregated at all times from those of any other persons, firms or corporations,
pursuant to the provisions hereof, all securities received by it for the account
of the Fund. The Custodian shall record and maintain a record of all certificate
numbers. Securities so received shall be held in the name of the Fund, in the
name of an exclusive nominee duly appointed by the Custodian or in bearer form,
as appropriate.
Subject to such rules, regulations or guidelines as the SEC may adopt, the
Custodian may deposit all or any part of the securities owned by the Fund in a
"securities depository" which includes any system for the central handling of
securities established by a national securities exchange or a national
securities association registered with the SEC under the Securities Exchange Act
of 1934, or such other person as may be permitted by the SEC, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities.
All securities are to be held or disposed of by the Custodian for, and subject
at all times to the instructions of, the Fund pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities, except pursuant
to the directive of the Fund and only for the account of the Fund as set forth
in Section 6 of this Agreement.
Section 6. Transfer, Exchange, and Delivery of Securities
The Custodian shall have sole power to release or deliver any securities of the
Fund held by it pursuant to this Agreement. The Custodian agrees to transfer,
exchange or deliver securities held by it or its agent hereunder only:
(a) for sales of such securities for the account of the Fund, upon receipt
of payment therefore;
(b) when such securities are called, redeemed, retired or otherwise become
payable;
(c) for examination upon the sale of any such securities in accordance
with "street delivery" custom which would include delivery against
interim receipts or other proper delivery receipts;
(d) in exchange for or upon conversion into other securities alone or
other securities and cash whether pursuant to any plan of merger,
consolidation, reorganization, recapitalization or readjustment, or
otherwise;
(e) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(f) upon conversion of such securities pursuant to their terms into other
securities;
(g) upon exercise of subscription, purchase or other similar rights
represented by such securities;
(h) for loans of such securities by the Fund upon receipt of collateral;
or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a), (b), (c), (d),
(e), (f), (g) and (h), securities or cash received in exchange therefore shall
be delivered to the Custodian, its agent, or to a securities depository. Before
making any such transfer, exchange or delivery, the Custodian shall receive a
custodian order or a facsimile from the Fund requesting such transfer, exchange
or delivery and stating that it is for a purpose permitted under Section 6, or,
where appropriate, a trade affirmation report, (whenever a facsimile is
utilized, the Fund will also deliver an original signed custodian order) and, in
respect to item (i), a copy of a resolution of the Board or of the Executive
Committee of the Board signed by an officer of the Fund and certified by its
Secretary or an Assistant Secretary, specifying the securities, setting forth
the purpose for which such payment, transfer, exchange or delivery is to be
made, declaring such purpose to be a proper corporate purpose, and naming the
person or persons to whom such transfer, exchange or delivery of such securities
shall be made.
Section 7. Custodian's Acts Without Instructions
Unless and until the Custodian receives a contrary custodian order from the
Fund, the Custodian shall or shall cause its agent to:
(a) present for payment all coupons and other income items held by the
Custodian or its agent for the account of the Fund which call for
payment upon presentation and hold all cash received by it upon such
payment for the account of the Fund;
(b) present for payment all securities held by it or its agent which
mature or when called, redeemed, retired or otherwise become payable;
(c) ascertain all stock dividends, rights and similar securities to be
issued with respect to any securities held by the Custodian or its
agent hereunder, and to collect and hold for the account of the Fund
all such securities; and
(d) ascertain all interest and cash dividends to be paid to security
holders with respect to any securities held by the Custodian or its
agent, and to collect and hold such interest and cash dividends for
the account of the Fund.
Section 8. Voting and Other Action
Neither the Custodian nor any nominee of the Custodian shall vote any of the
securities held hereunder by or for the account of the Fund. The Custodian shall
promptly deliver to the Fund all notices, proxies and proxy soliciting materials
with relation to such securities such proxies to be executed by the registered
holder of such securities (if registered otherwise than in the name of the Fund)
but without indicating the manner in which such proxies are to be voted.
The Custodian shall transmit promptly to the Fund all written information
(including, without limitation, pendency of calls and maturities of securities
and expirations of rights in connection therewith) received by the Custodian
from issuers of the securities being held for the Fund. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or its agents) making the
tender or exchange offer.
Section 9. Transfer Taxes
The Fund shall pay or reimburse the Custodian for any transfer taxes payable
upon transfers of securities made hereunder, including transfers resulting from
the termination of this Agreement. The Custodian shall execute such certificates
in connection with securities delivered to it under this Agreement as may be
required, under any applicable law or regulation, to exempt from taxation any
transfers and/or deliveries of any such securities which may be entitled to such
exemption.
Section 10. Custodian's Reports
The Custodian shall, on behalf of the Fund, furnish the Fund as of the close of
business each day a statement showing all transactions and entries for the
account of the Fund. The books and records of the Custodian pertaining to its
actions as Custodian under this Agreement and securities held hereunder by the
Custodian shall be open to inspection and audit by officers of the Fund,
internal auditors employed by the Fund's investment adviser, and independent
auditors employed by the Fund. The Custodian shall furnish the Fund in such form
as may reasonably be requested by the Fund a report, including a list of the
securities held by it in custody for the account of the Fund, and identification
of any subcustodian and identification of such securities held by such
subcustodian, as of the close of business of the last business day of each
month, which shall be certified by a duly authorized officer of the Custodian.
It is further understood that additional reports may from time to time be
requested by the Fund. Should any report ever be filed with any governmental
authority pertaining to lost or stolen securities, the Custodian will
concurrently provide the Fund with a copy of that report.
The Custodian shall furnish such reports on its systems of internal accounting
control as the Fund may reasonably request from time to time.
The Custodian also shall take such actions to facilitate the work of auditors
with respect to compliance with Rule 17f-2 requirements.
Section 11. Concerning Custodian
For its services hereunder the Custodian shall be paid such compensation as set
forth under Schedule B.
The Custodian shall not be liable for any action taken in good faith upon any
custodian order or facsimile herein described, trade affirmation report, or
certified copy of any resolution of the Board or of the Executive Committee of
the Board, and may rely on the genuineness of any such document which it may, in
good faith, believe to have been validly prepared or executed.
The Fund, on behalf of the Fund, agrees to indemnify and hold harmless the
Custodian and its nominee from all taxes, charges, expenses, assessments, claims
and liabilities (including counsel fees) incurred or assessed against it or its
nominee in connection with the performance of this Agreement, except such as may
arise from the Custodian's or its nominee's own negligent action, negligent
failure to act or willful
misconduct. The Custodian is authorized to charge any account of the Fund for
such items. In the event of any advance of cash for any purpose made by the
Custodian resulting from orders or instructions of the Fund, or in the event
that the Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be security therefore.
The Custodian shall maintain a standard of care equivalent to that which would
be required of a bailee for hire and shall not be liable for any loss or damage
to the Fund resulting from participation in a securities depository unless such
loss or damage arises by reason of any negligence, misfeasance, or willful
misconduct of officers or employees of the Custodian, or from its failure to
enforce effectively such rights as it may have against any securities depository
or from use of an agent, unless such loss or damage arises by reason of any
negligence, misfeasance, or willful misconduct of officers or employees of the
Custodian, or from its failure to enforce effectively such rights as it may have
against any agent.
Section 12. Termination and Amendment of Agreement
The Fund and the Custodian mutually may agree from time to time in writing to
amend, to add to, or to delete from, any provision of this Agreement.
The Custodian may terminate this Agreement by giving the Fund ninety days'
written notice of such termination by registered mail addressed to the Fund at
its principal place of business.
The Fund may terminate this Agreement at any time by written notice thereof
delivered, together with a copy of the resolution of the Board authorizing such
termination and certified by the Secretary of the Fund, by registered mail to
the Custodian.
Upon such termination of this Agreement, assets of the Fund held by the
Custodian shall be delivered by the Custodian to a successor custodian, if one
has been appointed by the Fund, upon receipt by the Custodian of a copy of the
resolution of the Board certified by the Secretary, showing appointment of the
successor custodian, and provided that such successor custodian is a bank or
trust company, organized under the laws of the United States or of any State of
the United States, having not less than two million dollars aggregate capital,
surplus and undivided profits. Upon the termination of this Agreement as a part
of the transfer of assets, either to a successor custodian or otherwise, the
Custodian will deliver securities held by it hereunder, when so authorized and
directed by resolution of the Board, to a duly appointed agent of the successor
custodian or to the appropriate transfer agents for transfer of registration and
delivery as directed. Delivery of assets on termination of this Agreement shall
be effected in a reasonable, expeditious and orderly manner; and in order to
accomplish an orderly transition from the Custodian to the successor custodian,
the Custodian shall continue to act as such under this Agreement as to assets in
its possession or control. Termination as to each security shall become
effective upon delivery to the successor custodian, its agent, or to a transfer
agent for a specific security for the account of the successor custodian, and
such delivery shall constitute effective delivery by the Custodian to the
successor under this Agreement.
In addition to the means of termination herein before authorized, this Agreement
may be terminated at any time by the vote of a majority of the outstanding
shares of the Fund and after written notice of such action to the Custodian.
Section 13. General
Nothing expressed or mentioned in or to be implied from any provision of this
Agreement is intended to, or shall be construed to give any person or
corporation other than the parties hereto, any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any covenant,
condition or provision herein contained, this Agreement and all of the
covenants, conditions and provisions hereof being intended to be and being for
the sole and exclusive benefit of the parties hereto and their respective
successors and assigns.
This Agreement shall be governed by the laws of the State of Minnesota.
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.
This Agreement supersedes all prior agreements between the parties.
IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement to be
executed as of the date first above written by their respective officers
thereunto duly authorized.
RIVERSOURCE VARIABLE SERIES TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President
AMERIPRISE TRUST COMPANY
By: /s/ Xxx X. Xxxxxxx
--------------------------------
Xxx X. Xxxxxxx
President
SCHEDULE A
FUNDS
The Funds, each a Massachusetts business trust, to which this Agreement applies
follow:
RIVERSOURCE VARIABLE PORTFOLIO 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
QUARTERLY FEE SCHEDULE
1. Annual Maintenance Charge per Account (Total market $0.05 per $1,000 for assets under custody,
value inclusive of domestic & international assets) Fund complex-wide and $0.025 per $1,000 for
assets under custody, Fund complex-wide
over $100 billion(1)
Minimum per portfolio per quarter $1,000.00
2. Transaction Charges
(only for transactions settled by the Custodian)
Debt/Equity Issue $15.00 per transaction
Short Term (physical) $40.00 per transaction
Short Term (Book Entry) $15.00 per transaction
Position Charges (Corporate Action, Calls $15.00 per transaction
and Principal Reductions)
3. Securities Loan:
a. Receive/Deliver $15.00 per transaction
b. Physical Receive/Deliver $15.00 per transaction
c. Exchange Collateral $15.00 per transaction
Options $15.00 per transaction
Futures - Movement of Margin Collateral $15.00 per transaction
Futures Wires - To Brokers $6.50 per transaction
Futures Wires - From Brokers $4.00 per transaction
Futures Recording of Markings $3.00 per transaction
Index Funds - All Long Term Transactions $10.00 per transaction
A transaction consists of the receipt or withdrawal of
securities and short term and/or change in the security
position
4. Out-of Pocket Charges - included but not limited to : Postage
Wire Charges
Telephone
Transfer Fees
Insurance
Attorney's Fees
Courier Service
BONY Sub-Custody Fees
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(1) The calculation of complex-wide assets under custody to determine the
Annual Maintenance Charge shall exclude of assets of RiverSource Funds
invested in bank loans held in custody with The Bank of New York,
sub-custodian.
