TRANSFER AGENCY AND SERVICING AGREEMENT
AMENDED AND RESTATED
This Transfer Agency and Servicing Agreement ("Agreement"), dated as of November
8, 2007, amended and restated April 6, 2010, is by and between RiverSource
Service Corporation ("Transfer Agent"), a Minnesota corporation, and RiverSource
Variable Series Trust, a Massachusetts business trust and Xxxxxxxx Portfolios,
Inc., a Maryland corporation, ("Registrant" or "Registrants") on behalf of the
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 Transfer Agent
are collectively referred to as the "parties."
In consideration of the mutual promises set forth below, the Fund and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Fund hereby appoints the Transfer
Agent, as transfer agent for its shares ("shares") of the Fund, and the
Transfer Agent accepts such appointment and agrees to perform the duties
set forth below. It is understood that all shares will be owned by
insurance companies ("Insurance Companies") and held in accounts for the
benefit of owners of variable life insurance policies or annuity contracts
and that these insurance companies will be solely responsible for the
administration and servicing of these policies and contracts.
2. Compensation.
(a) Except to the extent indicated otherwise in Schedule A, the Fund will
compensate the Transfer Agent for the performance of its obligations
under this Agreement a fee, accrued daily and payable monthly, which
shall be equal to 0.06% (6 basis points) of the average daily net
assets of the Fund. The fee provided for hereunder shall be paid in
cash by the Fund to the Transfer Agent within five (5) business days
after the last day of each period. The fee does not include
out-of-pocket disbursements of the Transfer Agent for which the
Transfer Agent shall be entitled to xxxx the Fund separately.
(b) Any compensation jointly agreed to hereunder may be adjusted from time
to time by written agreement of the parties.
(c) Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule B. Reimbursement by the Fund for
expenses incurred by the Transfer Agent in any month shall be made as
soon as practicable after the receipt of an itemized xxxx from the
Transfer Agent.
(d) Subcontractors. The Fund agrees that the Transfer Agent may
subcontract for services described under this Agreement with the
understanding that there shall be no diminution in the quality or
level of the services as determined by the Fund and that the Transfer
Agent remains fully responsible for the services. Except for
out-of-pocket expenses identified in Schedule B, the Transfer Agent
shall bear the cost of subcontracting such services, unless otherwise
agreed by the parties. The Fund agrees that the Transfer Agent may use
revenues from the Agreement to pay subcontractors for the services
they provide.
Transfer Agency & Servicing Agreement - Variable Series Trust and Xxxxxxxx
Portfolios, Inc.
Page 2
3. Documents. The Fund will furnish from time to time such certificates,
documents or opinions as the Transfer Agent deems to be appropriate or
necessary for the proper performance of its duties.
4. Representations of the Fund and the Transfer Agent.
(a) The Fund represents to the Transfer Agent that all outstanding shares
are validly issued, fully paid and non-assessable by the Fund. When
shares are hereafter issued in accordance with the terms of the Fund's
organizational documents, such shares shall be validly issued, fully
paid and non-assessable by the Fund.
(b) The Transfer Agent represents that it is registered under Section
17A(c) of the Securities Exchange Act of 1934. The Transfer Agent
agrees to maintain the necessary facilities, equipment and personnel
to perform its duties and obligations under this Agreement and to
comply with all applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible for
providing or ensuring that the following services are provided:
(a) Sale and Redemption of Fund Shares. On receipt of investment payments
or redemption instructions from Insurance Companies, the Transfer
Agent will process the payment or redemption, confirm all
transactions, and prepare and maintain all reports and records to
assure the safekeeping of the Fund's assets. All shares shall be held
in book entry form, and no certificate shall be issued except as has
been previously issued.
(b) Right to Seek Assurance for Redemption of Fund Shares. The Transfer
Agent may refuse to redeem shares of the Fund until it is satisfied
that the requested transaction or action is legally authorized or
until it is satisfied that there is no basis for any claims adverse to
the transaction or action. It may rely on the provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or
the Uniform Commercial Code. The Fund shall indemnify the Transfer
Agent for any act done or omitted to be done in reliance on such laws
or for refusing to transfer, exchange or redeem shares or taking any
requested action if it acts on a good faith belief that the
transaction or action is illegal or unauthorized.
(c) Required Records. The Transfer Agent shall maintain all accounts,
which shall contain all required tax, legally imposed and regulatory
information; shall provide and file with federal and state agencies,
all required tax and other reports; and shall create and maintain all
records in accordance with all applicable laws, rules and regulations,
including, but not limited to, the records required by Section 31(a)
of the Investment Company Act of 1940, as amended.
(d) The Transfer Agent shall respond to all valid inquiries related to its
duties under this Agreement.
(e) Dividends and Distributions. The Transfer Agent shall prepare and
present the necessary report to the Fund's custodian regarding
processing of income dividends and capital gains distributions.
Transfer Agency & Servicing Agreement - Variable Series Trust and Xxxxxxxx
Portfolios, Inc.
Page 3
(f) Confirmations and Statements. The Transfer Agent shall confirm each
transaction as may be required.
(g) Reports to Fund. The Transfer Agent will provide reports pertaining to
the services provided under this Agreement as the Fund may request to
ascertain the quality and level of services being provided or as
required by law.
(h) Market Timing. The Transfer Agent will assist other Fund service
providers as necessary in the implementation of the Fund's market
timing policy, as set forth in the Fund's prospectus.
6. Ownership and Confidentiality of Records.
(a) General. The Transfer Agent agrees that all records prepared or
maintained by it relating to the services to be performed by it under
the terms of this Agreement are the property of the Fund and may be
inspected by the Fund or any person retained by the Fund at reasonable
times. The Fund and Transfer Agent agree to protect the
confidentiality of those records.
(b) Regulation S-P.
(1) In accordance with Regulation S-P of the Securities and Exchange
Commission, "Nonpublic Personal Information" includes: (1) all
personally identifiable financial information; (2) any list,
description, or other grouping of consumers (and publicly
available information pertaining to them) that is derived using
any personally identifiable financial information that is not
publicly available information; and (3) any information derived
therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal
Information for any purpose other than to carry out the purpose
for which Nonpublic Personal Information was provided to the
Transfer Agent as set forth in this Agreement, and agrees to
cause the Transfer Agent, and its employees, agents,
representatives, or any other party to whom the Transfer Agent
may provide access to or disclose Nonpublic Personal Information
to limit the use and disclosure of Nonpublic Personal Information
to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures
designed to ensure the security and confidentiality of Nonpublic
Personal Information, to protect such information against any
anticipated threats or hazards to the security or integrity of
such information, and to protect against unauthorized access to,
or use of, Nonpublic Personal Information that could result in
substantial harm or inconvenience to any customer of the Funds;
the Transfer Agent further agrees to cause all its agents,
representatives, subcontractors, or any other party to whom the
Transfer Agent may provide access to, or disclose, Nonpublic
Personal Information to implement appropriate measures designed
to meet the objectives set forth in this paragraph.
Transfer Agency & Servicing Agreement - Variable Series Trust and Xxxxxxxx
Portfolios, Inc.
Page 4
(4) With respect only to the provisions of this Section 6(b), the
Transfer Agent agrees to indemnify and hold harmless the Fund and
any officer or director of the Board of the Fund ("Board member")
against losses, claims, damages, expenses, or liabilities to
which the Fund, or any officer or Board member of the Fund, may
become subject as the result of: (1) a material breach of the
provisions of this section of the Agreement, or (2) any acts or
omissions of the Transfer Agent, or of any of its officers,
directors, employees, or agents, that are not in substantial
accordance with this Agreement, including, but not limited to,
any violation of any federal statute or regulation.
Notwithstanding the foregoing, no party shall be entitled to
indemnification pursuant to this Section 6(b)(4) if such loss,
claim, damage, expense, or liability is due to the willful
misfeasance, bad faith, gross negligence, or reckless disregard
of duty by the party seeking indemnification.
7. Action by Board and Opinion of Counsel. The Transfer Agent may rely on
resolutions of the Board or the Executive Committee of the Board or on
opinion of counsel for the Fund.
8. Duty of Care. It is understood and agreed that, in furnishing the Fund with
the services as herein provided, neither the Transfer Agent, nor any
officer, director or agent thereof shall be held liable for any loss
arising out of or in connection with their actions under this Agreement so
long as they act in good faith and with due diligence, and are not
negligent or guilty of any willful misconduct. It is further understood and
agreed that the Transfer Agent may rely upon information furnished to it
reasonably believed to be accurate and reliable. In the event the Transfer
Agent is unable to perform its obligations under the terms of this
Agreement because of an act of God, strike or equipment or transmission
failure reasonably beyond its control, the Transfer Agent shall not be
liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall continue in effect from year to
year as the parties may mutually agree, 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. In the event such notice is
given by the Fund, it shall be accompanied by a vote of the Board,
certified by the Secretary, electing to terminate this Agreement and
designating a successor transfer agent or transfer agents. Upon such
termination and at the expense of the Fund, the Transfer Agent will deliver
to such successor a certified list of shareholders of the Fund (with name,
address and taxpayer identification or Social Security number, if available
(although such records may consist solely of variable separate accounts of
affiliated and unaffiliated insurance companies)), a historical record of
the account of each shareholder and the status thereof, and all other
relevant books, records, correspondence, and other data established or
maintained by the Transfer Agent under this Agreement in the form
reasonably acceptable to the Fund, and will cooperate in the transfer of
such duties and responsibilities, including provisions for assistance from
the Transfer Agent's personnel in the establishment of books, records and
other data by such successor or successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by the parties.
11. Miscellaneous.
Transfer Agency & Servicing Agreement - Variable Series Trust and Xxxxxxxx
Portfolios, Inc.
Page 5
(a) 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.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
(c) For each Fund that 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
RIVERSOURCE VARIABLE SERIES TRUST
XXXXXXXX PORTFOLIOS, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
President
RIVERSOURCE SERVICE CORPORATION
By: /s/ Xxx Xxxxxxx-Strong
---------------------------------
Xxx Xxxxxxx-Strong
President
Transfer Agency & Servicing Agreement - Variable Series Trust and Xxxxxxxx
Portfolios, Inc.
Page 6
SCHEDULE A
FUNDS AND CLASSES
RiverSource Variable Series Trust is a Massachusetts business trust and Xxxxxxxx
Portfolios, Inc. is a Maryland corporation.
The Funds and Classes, to which this Agreement applies follow:
CLASSES
-----------------------------------------
FUNDS CLASS 1 CLASS 2 CLASS 3 CLASS 4
----- ------- --------- ------- ---------
RIVERSOURCE VARIABLE SERIES TRUST
Disciplined Asset Allocation Portfolios - Aggressive -- Class 2* -- --
Disciplined Asset Allocation Portfolios - Conservative -- Class 2* -- --
Disciplined Asset Allocation Portfolios - Moderate -- Class 2* -- --
Disciplined Asset Allocation Portfolios - Moderately Aggressive -- Class 2* -- --
Disciplined Asset Allocation Portfolios - Moderately Conservative -- Class 2* -- --
RiverSource Variable Portfolio - Balanced Fund -- -- Class 3 --
RiverSource Variable Portfolio - Cash Management Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Diversified Bond Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Diversified Equity Income Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Dynamic Equity Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Global Bond Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Global Inflation Protected
Securities Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - High Yield Bond Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Income Opportunities Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Limited Duration Bond Fund Class 1 Class 2 -- --
RiverSource Variable Portfolio - Mid Cap Growth Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Mid Cap Value Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - S&P 500 Index Fund -- -- Class 3 --
RiverSource Variable Portfolio - Short Duration U.S. Government
Fund Class 1 Class 2 Class 3 --
RiverSource Variable Portfolio - Strategic Income Fund Class 1 Class 2 -- --
Xxxxxxxx Variable Portfolio - Growth Fund Class 1 Class 2 Class 3 --
Xxxxxxxx Variable Portfolio - Large Cap Value Fund Class 1 Class 2 Class 3 --
Xxxxxxxx Variable Portfolio - Smaller Cap Value Fund Class 1 Class 2 Class 3 --
Threadneedle Variable Portfolio - Emerging Markets Fund Class 1 Class 2 Class 3 --
Threadneedle Variable Portfolio - International Opportunity Fund Class 1 Class 2 Class 3 --
Variable Portfolio - Aggressive Portfolio** -- Class 2** -- Class 4**
Variable Portfolio - Conservative Portfolio** -- Class 2** -- Class 4**
Variable Portfolio - Moderate Portfolio** -- Class 2** -- Class 4**
Variable Portfolio - Moderately Aggressive Portfolio** -- Class 2** -- Class 4**
Variable Portfolio - Moderately Conservative Portfolio** -- Class 2** -- Class 4**
Variable Portfolio - AllianceBernstein International Value Fund Class 1 Class 2 -- --
Variable Portfolio - American Century Diversified Bond Fund Class 1 Class 2 -- --
Variable Portfolio - American Century Growth Fund Class 1 Class 2 -- --
Variable Portfolio - Columbia Xxxxxx International Equities Fund Class 1 Class 2 -- --
Variable Portfolio - Columbia Xxxxxx U.S. Equities Fund Class 1 Class 2 -- --
Variable Portfolio - Xxxxx New York Venture Fund Class 1 Class 2 -- --
Variable Portfolio - Xxxxx Xxxxx Floating-Rate Income Fund Class 1 Class 2 -- --
Variable Portfolio - Xxxxxxx Sachs Mid Cap Value Fund Class 1 Class 2 -- --
Variable Portfolio - Invesco International Growth Fund Class 1 Class 2 -- --
Variable Portfolio - X.X. Xxxxxx Core Bond Fund Class 1 Class 2 -- --
Variable Portfolio - Xxxxxxxx Mid Cap Growth Fund Class 1 Class 2 -- --
Variable Portfolio - MFS Value Fund Class 1 Class 2 -- --
Variable Portfolio - Xxxxxxx Growth Fund Class 1 Class 2 -- --
Variable Portfolio - Mondrian International Small Cap Fund Class 1 Class 2 -- --
Transfer Agency & Servicing Agreement - Variable Series Trust and Xxxxxxxx
Portfolios, Inc.
Page 7
CLASSES
-----------------------------------------
FUNDS CLASS 1 CLASS 2 CLASS 3 CLASS 4
----- ------- --------- ------- ---------
Variable Portfolio - Xxxxxx Xxxxxxx Global Real Estate Fund Class 1 Class 2 -- --
Variable Portfolio - NFJ Dividend Value Fund Class 1 Class 2 -- --
Variable Portfolio - Partners Small Cap Growth Fund Class 1 Class 2 -- --
Variable Portfolio - Partners Small Cap Value Fund Class 1 Class 2 -- --
Variable Portfolio - PIMCO Mortgage-Backed Securities Fund Class 1 Class 2 -- --
Variable Portfolio - Pyramis International Equity Fund Class 1 Class 2 -- --
Variable Portfolio - UBS Large Cap Growth Fund Class 1 Class 2 -- --
Variable Portfolio - Xxxxx Fargo Short Duration Government Fund Class 1 Class 2 -- --
XXXXXXXX PORTFOLIOS, INC.
Xxxxxxxx Capital Portfolio Class 1 Class 2 -- --
Xxxxxxxx Common Stock Portfolio Class 1 -- -- --
Xxxxxxxx Communications and Information Portfolio Class 1 Class 2 -- --
Xxxxxxxx Global Technology Portfolio Class 1 Class 2 -- --
Xxxxxxxx International Growth Portfolio Class 1 -- -- --
Xxxxxxxx Investment Grade Fixed Income Portfolio Class 1 -- -- --
Xxxxxxxx Large-Cap Value Portfolio Class 1 Class 2 -- --
Xxxxxxxx Smaller-Cap Value Portfolio Class 1 Class 2 -- --
* The single class of shares of Disciplined Asset Allocation Portfolios -
Aggressive, Disciplined Asset Allocation Portfolios - Conservative,
Disciplined Asset Allocation Portfolios - Moderate, Disciplined Asset
Allocation Portfolios - Moderately Aggressive and Disciplined Asset
Allocation Portfolios - Moderately Conservative for the purposes of this
Agreement is referred to as Class 2 shares.
** There is NO transfer agency services fee for Variable Portfolio -
Aggressive Portfolio, Variable Portfolio - Conservative Portfolio, Variable
Portfolio - Moderate Portfolio, Variable Portfolio - Moderately Aggressive
Portfolio, Variable Portfolio - Moderately Conservative Portfolio and
classes they offer.
Transfer Agency & Servicing Agreement - Variable Series Trust and Xxxxxxxx
Portfolios, Inc.
Page 8
SCHEDULE B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses (which may be incurred by Insurance Companies):
- typesetting, printing, paper, envelopes, postage and return postage for
proxy soliciting material, and proxy tabulation costs
- printing, paper, envelopes and postage for records of account, purchase
confirmations, exchange confirmations and exchange prospectuses, redemption
confirmations, redemption checks, and any other communication required to
be sent to shareholders and variable account contract owners and policy
holders
- typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information and
other required mailings to shareholders and variable account contract
owners and policy holders
- other expenses incurred at the request or with the consent of the Fund
