FORM OF ADMINISTRATIVE SERVICES AGREEMENT
AMENDED AND RESTATED
This Administrative Services Agreement ("Agreement"), effective as of April __,
2006 is by and between Ameriprise Financial, Inc. ("Administrator"), a Delaware
corporation, and the Corporations and Trusts ("Registrants") listed in Schedule
A, each on behalf of its underlying series. The terms "Fund" or "Funds" are used
to refer to either the Registrant or the underlying series as context requires.
PART ONE: SERVICES
(1) The Fund hereby retains Administrator, and Administrator hereby agrees,
for the period of this Agreement and under the terms and conditions set
forth in this Agreement, to furnish the Fund continuously with all
administrative, accounting, treasury, and other services, as set forth in
more detail, below:
(a) Administration services necessary and appropriate for the business
of the Fund, including but not limited to:
(i) Preparing all general or routine shareholder communications
including notices of dividends and capital gains
distributions;
(ii) Preparing and filing of shareholder reports and other required
regulatory reports and communications;
(iii) Preparing and filing of tax reports, including the Fund's
income tax returns;
(iv) Monitoring the Fund's compliance with Subchapter M of the
Internal Revenue Code, and other applicable tax laws and
regulations;
(v) Executing the pricing process and monitoring the reliability
of the valuation information received from the independent
third-party pricing services and brokers;
(vi) Coordinating and supervising relations with, and monitoring
the performance of, custodians, depositories, transfer and
pricing agents, accountants, underwriters, brokers and
dealers, insurers, printers, Fund auditors, and other persons
serving the Fund, deemed to be necessary or desirable;
(vii) Maintaining Fund registration statement updates, and
maintaining registration in the jurisdictions in which shares
of the Fund are offered for sale;
(viii)Preparing reports, information, surveys, or other analyses to
third parties as deemed necessary or desirable by the Fund;
and
(ix) Preparing reports, evaluations, information, surveys,
statistical analysis or other analysis of the Fund as the
Boards of Directors/Trustees of the Fund ("Board") may request
from time to time.
(x) Providing support for the Board in connection with the Board's
efforts to vote proxies on behalf of the Fund.
(b) Accounting and recordkeeping services necessary and appropriate for
the business of the Fund, including but not limited to:
(i) Calculating and supervising publication of the Fund's daily
net asset value quotations, pricing, performance and yield
information, periodic earnings reports, and other financial
data, consistent with federal securities laws and the Fund's
current prospectus; and
(ii) Monitoring the Fund's compliance with accounting operations
control processes.
(c) Treasury services necessary and appropriate for the business of the
Fund, including but not limited to:
(i) Monitoring daily cash and transaction statements and reports
from the Fund's transfer agent and custodian; and
(ii) Completing daily cash reconciliations, notifying Fund's
custodian of such reconciliations, and reporting investable
cash to the Fund's investment manager and subadvisers, as
directed by the Fund's investment manager or subadviser, if
applicable.
(d) Other services necessary and appropriate for the operations of the
Fund, not listed above, including but not limited to:
(i) Providing compliance services, as directed by the Fund's Chief
Compliance Officer, which may include monitoring the Fund's
compliance with applicable federal, state and foreign
securities laws, and the rules and regulations thereunder, as
applicable, including, without limitation, the Investment
Company Act of 1940, the Securities and Exchange Act of 1934
and the Securities Act of 1933, each as amended from time to
time, and the rules promulgated under each of the foregoing;
(ii) Providing legal support of all administration services
provided by Administrator under this Agreement;
(iii) Maintaining the Fund's books and records in accordance with
all applicable federal and state securities laws and
regulations; and
(iv) Maintaining, together with affiliated companies, maintenance
of a business continuation and recovery program for the Funds.
(2) Administrator agrees to pay on behalf of the Fund such expenses as may be
provided for in Part Three; subject always to the direction and control of
the Board, the Executive Committee and the authorized officers of the Fund
and to maintain an adequate organization of competent persons,.
Administrator agrees to meet with any persons at such times as the Board
deems appropriate for the purpose of reviewing Administrator's performance
under this Agreement.
(3) The Fund agrees that it will furnish to Administrator any information that
the latter may reasonably request with respect to the services performed
or to be performed by Administrator under this Agreement.
(4) It is understood and agreed that in furnishing the Fund with services
under this Agreement, neither Administrator, nor any officer, director or
agent thereof shall be held liable to shareholders of the Fund, the Fund
or its creditors for errors of judgment or for anything except 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 Administrator may rely
upon information furnished to it reasonably believed to be accurate and
reliable.
PART TWO: COMPENSATION FOR SERVICES
(1) The Fund agrees to pay to Administrator, and Administrator covenants and
agrees to accept from the Fund in full payment for the services furnished,
a fee as described in Schedule B. The fee for each calendar day of each
year shall be equal to 1/365th (1/366th in each leap year) of the total
amount computed. The computation shall be made for each day on the basis
of net assets as of the close of the preceding day. In the case of the
suspension of the computation of net asset value, the administrative fee
for each day during the suspension shall be computed as of the close of
business on the last full day on which the net assets were computed. As
used in this Agreement "net assets" as of the close of a full day includes
all transactions in shares of the Fund recorded on the books of the Fund
for that day.
(2) The administrative fee shall be paid on a monthly basis and, in the event
of the termination of this Agreement, in whole or in part with respect to
any Fund, the administrative fee accrued shall be prorated on the basis of
the number of days that this Agreement is in effect during the month with
respect to which such payment is made.
(3) The administrative fee shall be paid in cash by the Fund to Administrator
within five (5) business days after the last day of each month.
PART THREE: ALLOCATION OF EXPENSES
(1) The Fund agrees to pay:
(a) Administrative fees payable to Administrator for its services under
the terms of this Agreement.
(b) Taxes.
(c) Fees and charges of its independent certified public accountants for
services the Fund requests.
(d) Commitment fees on lines of credit.
(e) Fees and expenses of attorneys (i) it employs in matters not
involving the assertion of a claim by a third party against the
Fund, its Board members and officers, (ii) it employs in conjunction
with a claim asserted by the Board against Administrator, except
that Administrator shall reimburse the Fund for such fees and
expenses if it is ultimately determined by a court of competent
jurisdiction, or Administrator agrees,
that it is liable in whole or in part to the Fund, (iii) it employs
to assert a claim against a third party, and (iv) it or
Administrator employs, with the approval of the Board, to assist in
the evaluation of certain investments or other matters related to
the administration of the Fund.
(f) Fees paid for the qualification and registration for public sale of
the securities of the Fund under the laws of the United States and
of the several states in which such securities shall be offered for
sale.
(g) Fees of consultants employed by the Fund.
(h) Board member, officer and employee expenses which shall include
fees, salaries, memberships, dues, travel, seminars, pension, profit
sharing, and all other benefits paid to or provided for Board
members, officers and employees, directors and officers liability
insurance, errors and omissions liability insurance, worker's
compensation insurance and other expenses applicable to the Board
members, officers and employees, except the Fund will not pay any
fees or expenses of any person who is an officer or employee of
Administrator or its affiliates.
(i) Filing fees and charges incurred by the Fund in connection with
filing any amendment to its organizational documents, or incurred in
filing any other document with the state where the Fund is organized
or its political subdivisions.
(j) Organizational expenses of the Fund.
(k) Fund Board and Fund office expenses, separate from Administrator or
affiliates of Administrator, which shall include a charge for
occupancy, insurance on the premises, furniture and equipment,
telephone, telegraph, electronic information services, books,
periodicals, published services, and office supplies used by the
Fund.
(l) Other expenses properly payable by the Fund, approved by the Board.
(2) Administrator agrees to pay all expenses associated with the services it
provides under the terms of this Agreement
PART FOUR: MISCELLANEOUS
(1) Administrator shall be deemed to be an independent contractor and, except
as expressly provided or authorized in this Agreement, shall have no
authority to act for or represent the Fund.
(2) A "full business day" shall be as defined in the By-laws of the Fund.
(3) The Fund recognizes that Administrator and its affiliates, pursuant to
separate agreements, now render and may continue to render services to
other investment companies and persons which may or may not have policies
similar to those of the Fund and that Administrator provides services for
its own investments and/or those of its affiliates. Administrator shall be
free to provide such services and the Fund hereby consents thereto.
(4) Neither this Agreement nor any transaction had pursuant hereto shall be
invalidated or in any way affected by the fact that Board members,
officers, agents and/or shareholders of the
Fund are or may be interested in Administrator or any successor or
assignee thereof, as directors, officers, stockholders or otherwise; that
directors, officers, stockholders or agents of Administrator are or may be
interested in the Fund as Board members, officers, shareholders, or
otherwise; or that Administrator or any successor or assignee, is or may
be interested in the Fund as shareholder or otherwise, provided, however,
that neither Administrator, nor any officer, Board member or employee
thereof or of the Fund, shall sell to or buy from the Fund any property or
security other than shares issued by the Fund, except in accordance with
applicable regulations or orders of the United States Securities and
Exchange Commission.
(5) 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 in Minneapolis,
Minnesota, or to such other address as either party may designate in
writing mailed to the other.
(6) Administrator agrees that no officer, director or employee of
Administrator will deal for or on behalf of the Fund with himself as
principal or agent, or with any corporation or partnership in which he may
have a financial interest, except that this shall not prohibit officers,
directors or employees of the Administrator's affiliated companies from
having a financial interest in the Fund or in Administrator.
(7) The Fund agrees that Administrator may subcontract for certain of the
services described under this Agreement with the understanding that there
shall be no diminution in the quality or level of the services and that
Administrator remains fully responsible for the services.
(8) 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. This Agreement shall be governed by the laws of the State
of Minnesota.
(9) 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.
PART FIVE: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect until April __, 2008 and,
thereafter, 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.
(2) Non-material amendments or modifications to this Agreement will only be
made effective upon written agreement executed by the Administrator and
the Fund.
IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as
of the day and year first above written.
RIVERSOURCE BOND SERIES, INC.
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RIVERSOURCE EQUITY SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RIVERSOURCE HIGH YIELD INCOME SERIES, INC.
RIVERSOURCE INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RIVERSOURCE INTERNATIONAL SERIES, INC.
RIVERSOURCE INVESTMENT SERIES, INC.
RIVERSOURCE LARGE CAP SERIES, INC.
RIVERSOURCE MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RIVERSOURCE MONEY MARKET SERIES, INC.
RIVERSOURCE RETIREMENT SERIES TRUST
RIVERSOURCE SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RIVERSOURCE STRATEGY SERIES, INC.
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RIVERSOURCE TAX-EXEMPT MONEY MARKET SERIES, INC.
RIVERSOURCE TAX-EXEMPT SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - INCOME SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MANAGED SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MANAGERS SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MONEY MARKET SERIES, INC.
By: Xxxxxx X. Xxx
Vice President
AMERIPRISE FINANCIAL, INC.
By: Xxxxx X. Xxxxx
Senior Vice President - Mutual Funds
SCHEDULE A
FUNDS
Each Registrant is a Minnesota corporation, except RiverSource California
Tax-Exempt Trust, RiverSource Special Tax-Exempt Series Trust, and RiverSource
Retirement Series Trust, which are Massachusetts business trusts:
RiverSource Bond Series, Inc.
RiverSource California Tax-Exempt Trust
RiverSource Dimensions Series, Inc.
RiverSource Diversified Income Series, Inc.
RiverSource Equity Series, Inc.
RiverSource Global Series, Inc.
RiverSource Government Income Series, Inc.
RiverSource High Yield Income Series, Inc.
RiverSource Income Series, Inc.
RiverSource International Managers Series, Inc.
RiverSource International Series, Inc.
RiverSource Investment Series, Inc.
RiverSource Large Cap Series, Inc.
RiverSource Managers Series, Inc.
RiverSource Market Advantage Series, Inc.
RiverSource Money Market Series, Inc.
RiverSource Retirement Series Trust
RiverSource Sector Series, Inc.
RiverSource Selected Series, Inc.
RiverSource Special Tax-Exempt Series Trust
RiverSource Strategic Allocation Series, Inc.
RiverSource Strategy Series, Inc.
RiverSource Tax-Exempt Income Series, Inc.
RiverSource Tax-Exempt Money Market Series, Inc.
RiverSource Tax-Exempt Series, Inc.
RiverSource Variable Portfolio - Income Series, Inc.
RiverSource Variable Portfolio - Investment Series, Inc
RiverSource Variable Portfolio - Managed Series, Inc.
RiverSource Variable Portfolio - Managers Series, Inc.
RiverSource Variable Portfolio - Money Market Series, Inc.
SCHEDULE B
FEE SCHEDULE
The fee is based on the net assets of the Fund as set forth in the following
table:
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FUNDS ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
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0 - 500,000,000 500,000,001 - 1,000,000,001 - 3,000,000,001 - 12,000,000,001 +
1,000,000,000 3,000,000,000 12,000,000,000
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SCHEDULE I 0.080% 0.075% 0.070% 0.060% 0.050%
Disciplined International 0.080% 0.075% 0.070% 0.060% 0.050%
Disciplined Small Cap Value 0.080% 0.075% 0.070% 0.060% 0.050%
Emerging Markets 0.080% 0.075% 0.070% 0.060% 0.050%
Emerging Markets Bond 0.080% 0.075% 0.070% 0.060% 0.050%
European Equity 0.080% 0.075% 0.070% 0.060% 0.050%
Global Bond 0.080% 0.075% 0.070% 0.060% 0.050%
Global Equity 0.080% 0.075% 0.070% 0.060% 0.050%
International Aggressive Growth 0.080% 0.075% 0.070% 0.060% 0.050%
International Equity 0.080% 0.075% 0.070% 0.060% 0.050%
International Opportunity 0.080% 0.075% 0.070% 0.060% 0.050%
International Select Value 0.080% 0.075% 0.070% 0.060% 0.050%
International Small Cap 0.080% 0.075% 0.070% 0.060% 0.050%
Small Cap Advantage 0.080% 0.075% 0.070% 0.060% 0.050%
Small Cap Equity 0.080% 0.075% 0.070% 0.060% 0.050%
Small Cap Growth 0.080% 0.075% 0.070% 0.060% 0.050%
Small Cap Value 0.080% 0.075% 0.070% 0.060% 0.050%
Small Company Index 0.080% 0.075% 0.070% 0.060% 0.050%
Strategic Allocation 0.080% 0.075% 0.070% 0.060% 0.050%
Variable Portfolio-Emerging Markets 0.080% 0.075% 0.070% 0.060% 0.050%
Variable Portfolio-Global Bond 0.080% 0.075% 0.070% 0.060% 0.050%
Variable Portfolio-International 0.080% 0.075% 0.070% 0.060% 0.050%
Opportunity
Variable Portfolio-Small Cap Advantage 0.080% 0.075% 0.070% 0.060% 0.050%
Variable Portfolio-Small Cap Value 0.080% 0.075% 0.070% 0.060% 0.050%
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SCHEDULE II 0.070% 0.065% 0.060% 0.050% 0.040%
California Tax-Exempt 0.070% 0.065% 0.060% 0.050% 0.040%
Core Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Diversified Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Floating Rate 0.070% 0.065% 0.060% 0.050% 0.040%
High-Yield Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Income Opportunities 0.070% 0.065% 0.060% 0.050% 0.040%
Inflation Protected Securities 0.070% 0.065% 0.060% 0.050% 0.040%
Intermediate Tax-Exempt 0.070% 0.065% 0.060% 0.050% 0.040%
Limited Duration Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Massachusetts Tax-Exempt 0.070% 0.065% 0.060% 0.050% 0.040%
Michigan Tax-Exempt 0.070% 0.065% 0.060% 0.050% 0.040%
Minnesota Tax-Exempt 0.070% 0.065% 0.060% 0.050% 0.040%
New York Tax-Exempt 0.070% 0.065% 0.060% 0.050% 0.040%
Ohio Tax-Exempt 0.070% 0.065% 0.060% 0.050% 0.040%
Short Duration U.S. Government 0.070% 0.065% 0.060% 0.050% 0.040%
Tax-Exempt Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Tax-Exempt High Income 0.070% 0.065% 0.060% 0.050% 0.040%
U.S. Government Mortgage 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Core Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Diversified Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Global Inflation 0.070% 0.065% 0.060% 0.050% 0.040%
Protected Securities
Variable Portfolio-High Yield Bond 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Income Opportunities 0.070% 0.065% 0.060% 0.050% 0.040%
Variable Portfolio-Short Duration U.S. 0.070% 0.065% 0.060% 0.050% 0.040%
Government
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SCHEDULE III 0.060% 0.055% 0.050% 0.040% 0.030%
Aggressive Growth 0.060% 0.055% 0.050% 0.040% 0.030%
Balanced 0.060% 0.055% 0.050% 0.040% 0.030%
Cash Management 0.060% 0.055% 0.050% 0.040% 0.030%
Disciplined Equity 0.060% 0.055% 0.050% 0.040% 0.030%
Disciplined Small and Mid Cap Equity 0.060% 0.055% 0.050% 0.040% 0.030%
Diversified Equity Income 0.060% 0.055% 0.050% 0.040% 0.030%
Dividend Opportunity 0.060% 0.055% 0.050% 0.040% 0.030%
Equity Value 0.060% 0.055% 0.050% 0.040% 0.030%
Fundamental Growth 0.060% 0.055% 0.050% 0.040% 0.030%
Fundamental Value 0.060% 0.055% 0.050% 0.040% 0.030%
Global Technology 0.060% 0.055% 0.050% 0.040% 0.030%
Growth 0.060% 0.055% 0.050% 0.040% 0.030%
Large Cap Equity 0.060% 0.055% 0.050% 0.040% 0.030%
Large Cap Value 0.060% 0.055% 0.050% 0.040% 0.030%
Mid Cap Growth 0.060% 0.055% 0.050% 0.040% 0.030%
Mid Cap Value 0.060% 0.055% 0.050% 0.040% 0.030%
Precious Metals 0.060% 0.055% 0.050% 0.040% 0.030%
Real Estate 0.060% 0.055% 0.050% 0.040% 0.030%
S&P 500 Index 0.060% 0.055% 0.050% 0.040% 0.030%
Select Value 0.060% 0.055% 0.050% 0.040% 0.030%
Tax-Exempt Money Market 0.060% 0.055% 0.050% 0.040% 0.030%
Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Balanced 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Cash Management 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Diversified Equity 0.060% 0.055% 0.050% 0.040% 0.030%
Income
Variable Portfolio-Growth 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Large Cap Equity 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Large Cap Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Mid Cap Growth 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Mid Cap Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Fundamental Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-S&P 500 Index 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Select Value 0.060% 0.055% 0.050% 0.040% 0.030%
Variable Portfolio-Value 0.060% 0.055% 0.050% 0.040% 0.030%
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SCHEDULE IV 0.020% 0.020% 0.020% 0.020% 0.020%
Income Builder Basic Income 0.020% 0.020% 0.020% 0.020% 0.020%
Income Builder Enhanced Income 0.020% 0.020% 0.020% 0.020% 0.020%
Income Builder Moderate Income 0.020% 0.020% 0.020% 0.020% 0.020%
Portfolio Builder Aggressive 0.020% 0.020% 0.020% 0.020% 0.020%
Portfolio Builder Conservative 0.020% 0.020% 0.020% 0.020% 0.020%
Portfolio Builder Moderate 0.020% 0.020% 0.020% 0.020% 0.020%
Portfolio Builder Moderate Aggressive 0.020% 0.020% 0.020% 0.020% 0.020%
Portfolio Builder Moderate Conservative 0.020% 0.020% 0.020% 0.020% 0.020%
Portfolio Builder Total Equity 0.020% 0.020% 0.020% 0.020% 0.020%
Retirement Plus 2010 0.020% 0.020% 0.020% 0.020% 0.020%
Retirement Plus 2015 0.020% 0.020% 0.020% 0.020% 0.020%
Retirement Plus 2020 0.020% 0.020% 0.020% 0.020% 0.020%
Retirement Plus 2025 0.020% 0.020% 0.020% 0.020% 0.020%
Retirement Plus 2030 0.020% 0.020% 0.020% 0.020% 0.020%
Retirement Plus 2035 0.020% 0.020% 0.020% 0.020% 0.020%
Retirement Plus 2040 0.020% 0.020% 0.020% 0.020% 0.020%
Retirement Plus 2045 0.020% 0.020% 0.020% 0.020% 0.020%
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