SUBADVISORY TRANSFER AGREEMENT
THIS TRANSFER AGREEMENT (the "Agreement"), dated as of October 1, 2005, is
by and between Ameriprise Financial, Inc., a corporation organized under the
laws of the State of Delaware (fka American Express Financial Corporation) (the
"Transferor") and investment manager to the Fund(s) listed on Exhibit A (the
"Fund(s)"), RiverSource Investments, LLC, a limited liability company organized
under the laws of the State of Minnesota (fka American Express Asset Management
Group Inc.) (the "Transferee"), and American Century Global Investment
Management, Inc., investment subadviser to the Fund(s) (the "Subadviser").
WHEREAS, Transferor has entered into the investment management services
agreement(s), as amended, supplemented or revised from time to time (the
"Investment Management Agreement(s)"), with the Fund(s) listed on the attached
Exhibit A, pursuant to which Transferor has provided investment management
services to the Fund(s);
WHEREAS, Transferor has entered into the subadvisory agreement(s) listed on
Exhibit A, as such agreement(s) have been amended, supplemented or revised from
time to time (the "Subadvisory Agreement(s)"), pursuant to which the Subadviser,
subject to supervision by Transferor and the applicable Fund's(s') Board of
Directors, has agreed to manage the investment operations and composition of all
or a portion of such Fund's(s') assets;
WHEREAS, Transferee is a wholly-owned subsidiary of Transferor;
WHEREAS, Transferor is the managing member of Transferee;
WHEREAS, Transferor, as part of a corporate restructuring, has determined
to transfer the Investment Management Agreement(s) to Transferee pursuant to an
investment management services transfer agreement, dated as of the date hereof,
by and between Transferor and Transferee, and Transferee has agreed to assume
the rights and obligations of Transferor under the Investment Management
Agreement(s);
WHEREAS, pursuant to this Agreement, Transferor has further determined to
transfer the Subadvisory Agreement(s) to Transferee, and Transferee has
determined to assume the rights and obligations of Transferor under the
Subadvisory Agreement(s), as set forth herein;
WHEREAS, Transferor has provided a copy of this Agreement, in the form set
forth herein, to each of the Fund(s); and
WHEREAS, the transfer of both the Investment Management Agreement(s) and
the Subadvisory Agreement(s), pursuant to the investment management services
transfer agreement and this Agreement, respectively, will not result in (a) a
change of actual control or management of the investment adviser to the Fund(s);
(b) a material change in the nature or the level of actual investment management
services provided to the Fund(s); or (c) a change in the investment management
personnel who manage the assets of the Fund(s) and, therefore, is not an
assignment for purposes of the Investment Company Act of 1940, as amended, or
the Investment Advisers Act of 1940, as amended.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1. Transfer. Effective as of the date of this Agreement, Transferor hereby
assigns and transfers (collectively, the "Transfer") to Transferee all of
Transferor's right, title, benefit, privileges and interest in and to, and all
of Transferor's burdens, obligations and liabilities in connection with, the
Subadvisory Agreement(s), and Subadviser hereby consents to such Transfer;
provided, however, that Transferor is not transferring or assigning, and shall
remain responsible for, all liabilities that Transferor otherwise would have had
but for the Transfer arising out of or otherwise relating to Transferor's
performance under the Subadvisory Agreement(s) prior to the date of this
Agreement. Transferee hereby accepts the Transfer and assumes and agrees to
observe and perform all of the duties, obligations, terms, provisions and
covenants, and to pay and discharge all of the liabilities of Transferor to be
observed, performed, paid or discharged from and after the date of this
Agreement, in connection with the Subadvisory Agreement(s). Except as provided
herein, the Subadvisory Agreement(s) shall have the same force and effect as if
such agreements were executed by and between Transferee and Subadviser.
2. Prior Notice. Transferor confirms that it has previously provided notice
of the proposed Transfer and a copy of this Agreement to the Fund(s).
3. Counterparts. This Agreement may be executed in several counterparts and
by each party on a separate counterpart, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
instrument.
4. Entire Agreement; Amendment. This Agreement sets forth the entire
understanding and agreement between the parties with respect to the transactions
contemplated hereby and supersedes and replaces any prior understanding,
agreement or statement of intent, in each case written or oral, of any kind and
every nature with respect hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the date and year first above
written.
AMERIPRISE FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Managing Director
RIVERSOURCE INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Managing Director
AMERICAN CENTURY GLOBAL
INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxx X. Xxxxx
Title: President
EXHIBIT A
Fund(s) and Subadvisory Agreement(s)
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Registrant Fund Agreement/Amendment
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AXP Partners International Series, RiverSource International Aggressive Agreement dated April 7, 2003, by and
Inc. Growth Fund between American Century Investment
Management, Inc. and AEFC.
Amendment dated December 12, 2003, by and
between American Century Investment
Management, Inc. and AEFC.
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Assignment and Assumption Agreement dated
January 1, 2005, by and between American
Century Investment Management, Inc.,
American Century Global Investment
Management, Inc., and AEFC.
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