Ex 99.(e)(3)
FORM OF
SERVICE AGREEMENT
This Agreement ("Agreement") is made by and among RiverSource Distributors, Inc.
("RSD"), RiverSource Service Corporation ("RSC"), and __________________________
("Company"). RSD and RSC are separately and collectively referred to as "Fund
Agent" as context requires.
RECITALS
FIRST: RSD is a distributor of the shares of the Funds, and has been authorized
to enter into agreements with entities lawfully registered under federal law and
any applicable state law that provide for such entities to obtain unconditional
orders for purchase of the Funds' shares from Plans and their participants.
SECOND: RSC is the transfer agent of the Funds and provides transfer agency and
certain administrative services to the Funds.
THIRD: Company provides administrative and recordkeeping services for certain
qualified and nonqualified defined contribution and defined benefit plans;
FOURTH: The parties desire to facilitate the purchase and redemption of shares
of the Funds on behalf of the Plan and its participants, and to facilitate the
provision of related administrative and shareholder services to the Plan and its
participants.
THEREFORE, in consideration of the mutual covenants set forth herein, the
parties agree as follows:
1. DEFINITIONS
(a) "BUSINESS DAY" means any day that the New York Stock Exchange is open
for business.
(b) "CLOSE OF TRADING" means the time the Funds calculate their net asset
values, as described in the prospectuses for the Funds (generally 4
p.m. Eastern Time).
(c) "FUND" OR "FUNDS" shall have the meaning set forth in Schedule A
attached hereto.
(d) "PLAN" shall mean each of the qualified and nonqualified defined
contribution or defined benefit retirement plans eligible to invest in
a Fund for which Company provides recordkeeping services.
2. ORDERS AND SETTLEMENT
(a) Company, or a third-party administrator acting as agent of the Company
(an "Agent"), will receive from the Plan and/or from Plan participants
or Plan representatives orders for the purchase, exchange and/or
redemption of shares of each Fund ("Orders").
(b) Company will communicate net Orders to Fund Agent via the National
Securities Clearing Corporation's ("NSCC") Fund/SERV system. In the
event there are net purchases in a Fund, the communication will
reflect the net dollar amount to be
purchased. In the event there are net redemptions in a Fund, the
communication will reflect the net dollar amount to be redeemed. If
Company is unable to communicate this information for any reason,
Company will indemnify the Funds and save and hold them harmless from
any losses, cost, damages or liabilities resulting therefrom.
(c) Fund Agent appoints Company as its agent and authorizes Company to
appoint one or more Agents as its sub-agent, and Company accepts the
appointment for the limited purposes of:
(i) receiving and transmitting Orders;
(ii) communicating the acceptance of the Orders by each Fund to the
Plan; and
(iii) transmitting payment amounts for the purchase or redemption of
Fund shares.
The Business Day on which Orders are received in proper form by
Company or an Agent from the Plan and/or Plan participants by the
Close of Trading will be the date as of which shares of the Funds will
be purchased and redeemed as a result of such Orders; provided that
(a) Fund Agent or its designee receives settlement for any net
purchase amount in accord with NSCC procedures on the following
Business Day; and (b) such Orders were received by the Close of
Trading on the day of acceptance by Company or an Agent. Orders
received in proper form by Company or an Agent from the Plan and/or
Plan participants after the Close of Trading on any given Business Day
will be treated as if received on the next Business Day. Dividends
will be issued in additional shares of the applicable Fund at net
asset value in accordance with each Fund's then current prospectus.
(d) Company represents and warrants that all Orders delivered to Fund
Agent on any Business Day ("Day Two") for processing as of the
immediately preceding Business Day ("Day One") shall have been
received by Company or an Agent in proper form from the Plans and/or
Plan participants no later than the Close of Trading on Day One and
that any Orders received by Company or an Agent in proper form after
the Close of Trading on any given Business Day will be transmitted to
Fund Agent for processing as of the next following Business Day. With
respect to processing of Orders that Company or an Agent receives in
proper form by the Close of Trading on Day One, Company will transmit
such Orders to Fund Agent through Fund/SERV by 4:40 a.m. Central Time
("CT") on Day Two.
(e) An Order shall not be considered received by Company or an Agent in
proper form until it has been actually received by Company or an Agent
and cannot be modified or revoked by the Plan or Plan participant.
(e) Notwithstanding the foregoing, if one or more Funds has determined to
settle redemption transactions for all of its shareholders on a
delayed basis (more than 1 Business Day, but in no event more than 7
calendar days, after the date on which the redemption order is
received in proper form, unless otherwise permitted by an order of the
Securities and Exchange Commission ("SEC") under Section 22(e) of the
Investment Company Act of 1940 (the "1940 Act")), Fund Agent shall be
permitted to delay sending redemption proceeds by the same number of
days that the Fund is delayed sending redemption proceeds to the other
shareholders of the Fund.
(f) Company shall be responsible for the performance of any and all
duties, functions, procedures, and responsibilities assigned to it
under this agreement and as otherwise established by the NSCC. Company
shall not be relieved of any duties or obligations under this
Agreement, and Company shall be responsible for the acts or omissions
of any agent as if such acts and omissions were its own. Company
shall, and shall ensure that each Agent shall, maintain facilities,
equipment, and skilled personnel sufficient to perform the foregoing
activities and to otherwise comply with the terms of this Agreement.
Company shall, and shall ensure that each Agent shall, conduct each of
the foregoing activities in a competent manner and in compliance with
(a) all applicable laws, rules, and regulations, including NSCC rules
and procedures relating to Fund/SERV Trust Level Processing, and (b)
the then current prospectuses and statements of additional information
of the Funds.
(g) Trade and account registration information provided by the Company to
Fund Agent through Fund/SERV and pursuant to this Agreement shall be
accurate, complete, and in the format prescribed by the NSCC. All
Orders provided by the Company regarding each Fund/SERV Account shall
be true and correct and will have been duly authorized by the Plan or
Plan participants. The Company shall, and shall ensure that each Agent
shall, adopt, implement, and maintain procedures reasonably designed
to ensure the accuracy and timeliness of all transmissions through
Fund/SERV and to limit the access to and the inputting of data into
Fund/SERV to persons specifically authorized by the Company.
(h) For each Fund/SERV transaction, including transactions establishing
Plan accounts with Fund Agent, Company shall provide the Funds and
Fund Agent with all information necessary or appropriate to establish
and maintain each Fund/SERV account (and any subsequent changes to
such information), which the Company hereby certifies shall be, and
shall remain, true and correct. The Company shall maintain documents
required by Fund Agent or the Funds or by applicable law, rules, and
regulations to verify all relevant information regarding each
transaction, including any and all documents necessary to verify the
time each Order was received in proper form by Company or an Agent.
(i) Company will reconcile the records of the Plan to the confirmations.
Company will notify Fund Agent of any differences within three (3)
Business Days of the receipt of the confirmations. Fund Agent and
Company will jointly determine the cause and the appropriate action to
be taken.
(j) All orders to purchase or redeem Fund shares will be subject to the
conditions or requirements set forth in each Fund's then current
prospectus.
(k) Company agrees that, if it fails to settle net purchases of shares of
a Fund as required by this Section and Fund Agent enters an offsetting
redemption order with the Fund which is effected at a share price
which is less than the share price at which the net purchase order was
effected, Company will immediately reimburse the Fund, or any entity
advancing such amounts to the Fund, for the amount of any shortfall
owed to the Fund, plus interest. If settlement is not received by Fund
Agent by the time specified herein, and Fund Agent accepts such
settlement, then Fund Agent will be entitled to payment for the dollar
amount of such purchase plus any costs incurred by Fund Agent as a
result of the delay.
(l) Fund Agent will furnish Company, with respect to each Fund, if
applicable:
(i) net asset value information as of the Close of Trading on each
Business Day;
(ii) dividend and capital gain information as it arises;
(iii) the daily accrual for interest rate factor (mil rate).
Fund Agent will use its best efforts to provide such information for
each Fund to Company by means of facsimile or other electronic
transmission or other mutually acceptable means by 7:00 p.m. Eastern
Time on the same Business Day.
3. LIABILITY FOR DATA TRANSMISSIONS
Notwithstanding anything herein to the contrary,
(a) Any adjustments to Orders which have previously been processed by Fund
Agent will be made on a current day basis based on the Fund's current
day share value. With prior approval from the Fund Agent, corrections
to Orders shall be submitted manually, outside the NSCC system.
(b) Any cost or loss incurred in the correction of errors and any
compensation or reimbursement due to the Plan or its participants
which occur as a result of a delay, omission or error by one of the
parties hereto will be borne by that party (or, in the case of a
delay, omission or error by Agent, borne by Company).
4. REPORTS AND FURNISHING OF INFORMATION
(a) All information, books, records and data supplied by one party to the
other in connection with the negotiation or carrying out of this
Agreement shall remain the property of the party supplying the
information, books, records or data and shall be kept confidential by
the other party except as may be required by law. Each party further
agrees to use and disclose Personal Information, as defined below,
only to carry out the purposes for which it was disclosed to them and
will not use or disclose Personal Information where prohibited by
applicable law, including, without limitation, statutes and
regulations enacted pursuant to the Xxxxx-Xxxxx-Xxxxxx Act (Public Law
106-102). For purposes of this Agreement, "Personal Information" means
financial information that identifies an individual personally and is
not available to the public, including, but not limited to, credit
history, income, and financial benefits. If either party outsources
services to a third party, such third party will agree in writing to
maintain the security and confidentiality of any information shared
with them. Upon request of Fund Agent or the Fund, Company agrees to
furnish or cause to be furnished copies of all such records,
including, without limitation, any and all records necessary to verify
the time each Order was received in proper form by Company or an
Agent, and a list of all Agents receiving Orders under this Agreement,
as may reasonably be requested.
(b) Fund Agent shall have the right, upon reasonable notice to Company,
during regular business hours, to audit all of Company's records and
controls relating to this Agreement or the services performed by
Company hereunder. Company shall ensure that Fund Agent also has the
right, upon reasonable notice to Company and an Agent, during regular
business hours, to audit all of the Agent's records and controls
relating to this Agreement or the services performed by Agent
hereunder. Fund Agent shall have the right to copy any or all of
Company's or Agent's records
relating to this Agreement or the services performed by Company or
Agent hereunder. At Fund Agent's option, such audit may be conducted
by Fund Agent's own personnel or by an auditor selected by Fund Agent.
Fund Agent shall use reasonable care to conduct each such audit in a
manner that avoids any material disruption of Company's or Agent's
business. Upon request, Company will furnish Fund Agent for review
copies of all compliance certifications made to Company by an Agent,
and an Agent's SAS 70 report.
(c) Company will transmit to Fund Agent or the Funds (or to any agent
designated by either of them) such information concerning the Plan and
Plan participants as is reasonably necessary for Fund Agent to perform
as contemplated by this Agreement and as any Fund reasonably concludes
is necessary to enable that Fund to comply with applicable state Blue
Sky laws.
(d) All communications shall be directed to the attention of the persons
and to the party intended as the recipient at the following address or
to such other address as a party shall provide written notice to the
other parties.
(i) All communications to Fund Agent should be sent to:
RiverSource Service Corporation
X00/00 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Mutual Fund Counsel
(ii) All communications to Company should be sent to:
(d) Fund Agent will provide Company with prospectuses, statements of
additional information, annual reports and semi-annual reports for
each Fund and such other information with respect to each Fund as
Company may reasonably request for delivery to the Plan and to Plan
participants. Fund Agent will not be responsible for the costs of
distributing such materials to the Plans and/or Plan participants.
5. REPRESENTATIONS AND WARRANTIES
(a) Company represents and warrants that:
(1) It has the power and authority under law and under the terms of
its organizational documents to enter into and perform its
obligations under this Agreement;
(2) The execution, delivery and performance of this Agreement does
not and will not (i) violate in any material respect any law or
regulation (including without limitation, any Federal securities
laws or provision of the Internal Revenue Code of 1986, as
amended (the "Code") or the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")) or any judgment or order by
which the Company is bound, or (ii) constitute a non-exempt
prohibited transaction within the meaning of section 4975 of the
Code or section 406 of ERISA;
(3) It will promptly notify Fund Agent in the event that it is for
any reason unable to perform any of its obligations under this
Agreement;
(4) It has the capability to implement a commercially reasonable
disaster recovery plan, and will continue to have access to the
necessary facilities, equipment and personnel to perform the
services under this Agreement in accordance with industry
standards;
(5) Company will make available Fund shares directly to the Plans
without sales commissions or charges only under the conditions
described in the Fund's registration statements and except as
provided herein, it shall not hold itself out to the public or
engage in any activity as an agent for, or distributor of, the
Funds;
(6) The services provided by Company pursuant to this Agreement will
be performed by qualified personnel in accordance with the terms
of this Agreement and industry standards;
(7) If any requests or demands are received by Company for the
inspection by any governmental or regulatory agency of Plan
participant records with respect to a Fund or otherwise
pertaining to any aspect of the services provided pursuant to
this Agreement, Company will promptly notify Fund Agent;
(8) It is registered as a transfer agent pursuant to Section 17A of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
or is not required to be registered as such;
(9) It is registered as a broker-dealer under the 1934 Act and any
applicable state securities laws, including as a result of
entering into and performing the services set forth in this
Agreement;
(10) It is not and will not be, during the term of this Agreement, a
fiduciary to the Plan as such term is defined in Section 3(21) of
ERISA and section 4975 of the Code;
(11) Company's, and each Agent's, internal control structure over the
processing and transmission of Orders is designed to (a) prevent
orders received after the Close of Trading from being aggregated
and communicated to Fund Agent with orders received before the
Close of Trading; and (b) minimize errors that could result in
late transmission of orders to Fund Agent;
(12) All Orders received by Company or an Agent from the Plans or Plan
participants are and will be properly identified as to the date
and time by which they are received in proper form by Company or
an Agent;
(13) Company and each Agent will cause an independent public
accountant annually to review its internal controls and prepare a
written report concerning the adequacy and testing of such
controls for all of the material obligations undertaken by
Company hereunder;
(14) Company will, no less frequently than annually, promptly send a
copy of said internal control reports to Fund Agent;
(15) Company will communicate to Fund Agent only Orders Company or an
Agent receives from Plans or Plan participants eligible to invest
in the share class of the Fund;
(16) It has disclosed, in writing, the arrangements provided for in
this Agreement including its compensation to the appropriate Plan
fiduciary and it has full power and authority from that Plan
fiduciary to enter into, perform services and receive
compensation pursuant to this Agreement.
(17) The fee it is receiving under this Agreement is reasonable in
light of the other fees it is receiving for services to the Plan;
(18) Company is a member of the NSCC and has access to the NSCC's
Fund/SERV system;
(19) Any and all information provided by Company to Fund Agent,
whether written or oral, in connection with Fund Agent's decision
to enter into this Agreement was at the time it was provided,
accurate and complete, and Company shall promptly notify Fund
Agent in writing should such information at any time become
inaccurate or incomplete;
(20) There are no actions, suits or proceedings by or before any
regulatory or governmental authority pending, or to its knowledge
threatened, which could reasonably be expected to materially
impair its ability to carry out the terms of this Agreement;
(21) It will promptly notify Fund Agent in writing if at any time any
event occurs which would make, or tend to make, any of the
representations, warranties or covenants contained in this
Agreement untrue; and
(22) It acknowledges that the Funds have instituted and adopted
policies and procedures designed to deter market timing activity
in the Funds and that the Funds or Fund Agent may take such
action (including, without limitation, restricting exchanges,
imposing redemption fees and rejecting certain purchase orders)
as they deem necessary to reduce, discourage or eliminate
frequent trading activities as described in a Fund's Prospectus.
Company will impose any redemption fees described in the relevant
Fund's Prospectus on applicable Share redemptions by its
customers, and Company will use its best efforts to cooperate
with the Funds and/or Fund Agent to implement any such procedures
and restrictions on frequent trading or market timing activity.
In addition, Company shall provide Fund Agent with such
information as may be requested and execute such instructions
from Fund Agent consistent with Rule 22c-2 of the 1940 Act and
enter into a supplemental agreement as such becomes necessary to
comply with the provisions of Rule 22c-2.
(b) Subject to the accuracy of Company's representations and warranties
set forth in this Agreement, Fund Agent represents and warrants that:
(1) It has the power and authority under law and under the terms of
its organizational documents to enter into and perform its
obligations under this Agreement.
(2) It will promptly notify Company in the event that it is for any
reason unable to perform any of its obligations under this
Agreement.
(3) The execution, delivery and performance of this Agreement does
not and will not (i) violate in any material respect any law or
regulation (including without limitation, any provision of the
Code or ERISA) or any judgment or order by which the Fund Agent
is bound, or (ii) constitute a non-exempt prohibited transaction
within the meaning of section 4975 of the Code or section 406 of
ERISA.
6. INDEMNIFICATION
(a) Each party to this Agreement agrees to indemnify each other party to
this Agreement, its directors, officers, employees and agents,
including, in the case of indemnification by Company, the Funds (each
an "Indemnitee") and hold each of them harmless against any and all
direct losses, reasonable expenses (including, but not limited to,
attorneys' fees), damages, claims or liabilities (collectively "Loss")
resulting from or relating to its negligent performance of the duties
and obligations, or breach of any representation or warranty, under
this Agreement except to the extent the Loss is the direct result of
the negligence or willful misconduct of the party seeking
indemnification. Company agrees to indemnify Fund Agent, the Funds,
their directors, officers, employees and agents and hold each of them
harmless against any Loss resulting from or relating to the negligence
or willful misconduct of an Agent as if such negligence or willful
misconduct were that of Company.
(b) In order for the indemnification provisions contained in Section 6 to
apply, as soon as a claim for which a party may be required to
indemnify another party is asserted, the party seeking indemnification
will promptly notify the other party of the assertion, and will keep
the other party advised with respect to all developments concerning
the claim. The party who may be required to indemnify will have the
option to participate with the party seeking indemnification in the
defense of the claim or defend against the claim in its own name or in
the name of the other party. The party seeking indemnification will in
no case confess any claim or make any compromise in any case which the
other party may be required to indemnify except with the other party's
prior written consent.
7. GOVERNING LAW
To the extent that state law is not preempted by provisions of ERISA or any
other laws of the United States, this Agreement shall be administered,
construed and enforced in accordance with the laws of the State of
Minnesota.
8. MISCELLANEOUS
(a) This Agreement may not be amended or assigned except by written
instrument signed by all parties, provided, however, Fund Agent may
amend this Agreement unilaterally to add additional funds to Schedule
A at the appropriate fee factor in Schedule B, if any, based on the
type of fund. The new or amended Schedule will be effective upon
receipt by Company but will not be required to be signed by Company.
It is understood and agreed that the intent of this provision is to
avoid the inadvertent omission of funds or Plans from a Schedule,
where Company has agreed to provide services to Plans seeking to
invest in the funds.
(b) This Agreement shall inure to the benefit of and be binding upon each
party's successors and permitted assigns.
(c) This Agreement may be terminated at any time by Company or Fund Agent
upon 60 days' advance written notice to the other party.
Notwithstanding the foregoing, this Agreement may be terminated
immediately by any party for cause or if: (i) another party's
representations and warranties set forth herein are or become
inaccurate; or (ii) it is reasonably determined by a party that any of
the obligations under this Agreement are prohibited or invalid as a
result of any rule, regulation, exemption or other pronouncement of
the Department of Labor interpreting or enforcing ERISA, but only if
the parties are not able to modify this Agreement to be in compliance
with ERISA without frustrating a material objective of any party in
entering into this Agreement. Further, this Agreement will terminate
immediately if Company's engagement as recordkeeper of the Plan
terminates for any reason or at the option of Fund Agent, upon written
notice to Company, if Fund Agent determines in its sole judgment
exercised in good faith that Company has suffered a material adverse
change in its business, operations, reputation or financial condition
or is the subject of significant, widespread, persistent and negative
publicity. Fund Agent may terminate the Agreement with respect to one
or more, but not necessarily all, Funds or accounts in the Funds.
(d) Company agrees to provide Fund Agent with at least 90 days' written
notice prior to any sale or other transfer by Company of all or any
substantial portion of its assets and/or operations relating to the
services provided by Company under this Agreement, and to provide Fund
Agent with such technical support as Fund Agent may reasonably request
in order to facilitate the provision of such services by such
purchaser or transferee or by such third party as Fund Agent shall
determine.
(e) Each of the parties acknowledges and agrees that this Agreement and
the arrangement described herein are intended to be non-exclusive and
that each of the parties is free to enter into similar agreements and
arrangements with other entities.
(f) Company acknowledges that the information maintained by Fund Agent
regarding its customers or participants, and all computer programs and
procedures developed by it or its affiliates or agents in connection
with performance of duties hereunder, constitute its confidential and
proprietary property. Company agrees that should it come into
possession of any list or compilation of the identities of or other
information about Fund Agent's customers, or any other of its
property, will hold such information or property in confidence and
refrain from using, disclosing, or distributing any of such
information or other property except (i) with Fund Agent's prior
written consent, or (ii) as required by law or judicial process.
(g) The parties agree that they are independent contractors and not
partners or co-venturers or employees of each other, except that
Company will be the agent of Fund Agent to the extent described in
Section 2 hereof.
(h) The terms of Sections 5, 6 and 7 and Subsection 8(f) hereof shall
survive the termination of this Agreement.
(i) All notices, consents and other communications provided for in this
Agreement to be given by one party to any other party will be deemed
validly given, if in writing and delivered personally or sent by
express delivery or certified mail, return receipt requested, or
confirmed facsimile transmission, to the address or telephone numbers
provided in Section 4 hereof.
(j) The Company will not make representations concerning the Funds or
shares of the Funds except those contained in the then current
prospectuses or statements of additional information of the Funds or
in current sales materials with respect to the Funds approved by Fund
Agent.
(k) Except as otherwise provided in this Agreement, each party will bear
all expenses incidental to the performance of its obligations under
this Agreement.
(l) Each party will maintain and preserve all records as required by law
to be maintained and preserved in connection with the provision of the
services it provides hereunder. Upon the request of a party, the other
party will provide copies of all records as may be necessary to: (i)
monitor and review the performance of a party's activities; (ii)
assist a party in resolving disputes, reconciling records or
responding to an auditor's inquiries; (iii) comply with any request of
a governmental body of self-regulatory organization; (iv) verify
compliance by a party with the terms of this Agreement; (v) make
required regulatory reports; and (vi) perform general customer
service.
(m) The Agreement constitutes the entire agreement between the parties
with respect to the transactions covered and contemplated hereunder.
(n) It is understood and expressly stipulated by the parties hereto that
none of the trustees, directors, officers, employees, or shareholders
of Fund Agent or any Fund shall be personally liable hereunder.
(o) In no way shall the provisions of this Agreement limit the authority
of any Fund to take such action as it may deem appropriate or
advisable in connection with all matters relating to the operation of
such Fund and the sale of its shares, including without limitation the
right of each Fund to reject any offer to purchase its shares,
including purchases by exchange.
(p) Company agrees to maintain comprehensive general liability coverage in
accordance with industry standards. Company also shall carry fidelity
bond coverage in an amount consistent with industry standards.
(q) No party shall be deemed in default of this Agreement to the extent
that any delay or failure in performance of its obligation(s) results,
without its fault or negligence, from any cause beyond its reasonable
control, such as acts of God, acts of civil or military authority,
embargoes, epidemics, war, riots, insurrections, fires, explosions,
earthquakes, floods, unusually severe weather conditions, power
outages or strikes. This clause shall not excuse any of the parties of
the Agreement from any liability which results from failure to have in
place a reasonable disaster recovery and safeguarding plans adequate
for protection of all data each of the parties to the Agreement are
responsible for maintaining.
9. SERVICES
(a) Company shall provide distribution services; shareholder services; and
plan administration services including, but not limited to, account
set-up and maintenance, Plan reconciliation and account recordkeeping,
transaction processing and settlement, paying or reinvesting
dividends, account statement preparation and distribution,
confirmation preparation and distribution, Plan administration
including responding to Plan participant requests or inquiries,
processing of Fund
distributions, Plan, Plan participant and account level tax reporting,
preservation of applicable records, preparation and delivery
(fulfillment) of applicable reports and disclosure documents,
provision of current prospectuses and other Fund reports and documents
to the Plan and its participants, compliance with laws and regulations
applicable to the Plan, including applicable sections of the Code, and
any applicable rules and regulations of applicable State regulatory or
self-governing bodies. Upon reasonable request, Company shall provide
reports to Fund Agent or the Funds' Board of Directors, so that they
can ascertain the quality and level of service being provided.
(b) Company acknowledges and agrees that Fund Agent shall not have any
obligation to Company with respect to the services described in this
section 9. Additionally, with respect to any agreement of indemnity
under this Agreement, Fund Agent shall not have any obligation of
indemnity or reimbursement to Company to the extent said loss, claim,
damage, liability or expense is caused by an act or omission of
Company. Further, Company shall use its best efforts to mitigate all
costs and expenses. Additionally, Company hereby acknowledges and
agrees that Fund Agent's obligation of indemnity or reimbursement, if
any, shall be limited to actual damages. In no event shall Fund Agent
be liable, in any manner whatsoever, for consequential, incidental,
special or punitive damages.
10. ANTI-MONEY LAUNDERING
Company hereby acknowledges that: (i) it has adopted an anti-money
laundering program that complies with the requirements of applicable
anti-money laundering laws, including the USA Patriot Act, the Bank Secrecy
Act and applicable regulations thereunder; (ii) it regularly searches its
databases for shareholder/customer names and countries appearing on U.S.
governmental agencies' lists of prohibited persons (i.e., lists maintained
by the Office of Foreign Assets Control); and (iii) it monitors its
compliance with such program. Company agrees to notify Fund Agent of any:
(i) material changes to its policies and procedures; (ii) identified
instances of non-compliance that involve an account related to the Funds or
Fund Agent (a "Fund Agent Related Account"), either through a shareholder
or transaction(s); and (iii) other anti-money laundering issues that may
arise with respect to a Fund Agent Related Account. Company agrees to
notify Fund Agent with such periodic certifications of compliance as Fund
Agent may reasonably request.
The effective date of the Agreement is ___________________, 2007
RIVERSOURCE DISTRIBUTORS, INC. ___________________________ [COMPANY]
BY: BY:
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ITS: ITS:
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RIVERSOURCE SERVICE CORPORATION
BY:
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ITS:
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SCHEDULE A
FUNDS
CUSIP CUSIP CUSIP CUSIP
FUND NAME: CLASS R2 CLASS R3 CLASS R4 CLASS R5
---------- --------- --------- --------- ---------
RiverSource Core Bond Fund 768912727 768912719 768912503 768912693
RiverSource Disciplined Small Cap
Value Fund 768922791 768922783 768922882 768922775
RiverSource Diversified Bond Fund 768912685 768912677 768912875 768912669
RiverSource Global Equity Fund 768914566 768914558 768914780 768914541
RiverSource High Yield Bond Fund 768919862 768919854 768919508 768919847
RiverSource International Opportunity
Fund 768915795 768915787 768915878 768915779
RiverSource Disciplined Equity Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Diversified Equity Income
Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Mid Cap Value Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Growth Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Large Cap Equity Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Large Cap Value Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Aggressive Growth Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Small Cap Value Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Cash Management Fund N/A N/A N/A 768913709
RiverSource Retirement Plus 2010 Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Retirement Plus 2015 Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Retirement Plus 2020 Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Retirement Plus 2025 Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Retirement Plus 2030 Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Retirement Plus 2035 Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Retirement Plus 2040 Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Retirement Plus 2045 Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Strategic Allocation Fund 00000X000 00000X000 00000X000 00000X000
RiverSource Equity Value Fund 768917742 768917734 768917502 768917726
RiverSource Small Cap Advantage Fund 768917718 768917692 768917874 768917684
RiverSource Small Cap Growth Fund 768917676 768917668 768917767 768917650
RiverSource Balanced Fund N/A N/A 00000X000 N/A
RiverSource Disciplined International
Equity Fund N/A N/A 768915837 N/A
RiverSource Disciplined Small and
Mid Cap Equity Fund N/A N/A 768922833 N/A
RiverSource Dividend Xxxxxxxxxxx Xxxx X/X X/X 00000X000 N/A
RiverSource Emerging Markets Bond
Fund N/A N/A 768914624 N/A
RiverSource Emerging Markets Fund N/A N/A 768914509 N/A
RiverSource European Equity Fund N/A N/A 768915506 X/X
XxxxxXxxxxx Xxxxxxxx Xxxx Xxxx X/X X/X 00000X000 N/A
RiverSource Fundamental Growth Fund N/A N/A 00000X000 N/A
RiverSource Fundamental Value Fund N/A N/A 00000X000 N/A
RiverSource Global Bond Fund N/A N/A 768914830 N/A
RiverSource Global Technology Fund N/A N/A 768914731 N/A
RiverSource Income Builder Basic
Income Fund N/A N/A 00000X000 N/A
RiverSource Income Builder Enhanced
Income Fund N/A N/A 00000X000 N/A
RiverSource Income Builder Moderate
Income N/A N/A 00000X000 N/A
RiverSource Income Opportunities Fund N/A N/A 768912826 N/A
RiverSource Inflation Protected
Securities Fund N/A N/A 00000X000 N/A
RiverSource International Aggressive
Growth Fund N/A N/A 768920506 N/A
RiverSource International Equity Fund N/A N/A 768920878 N/A
RiverSource International Select
Value Fund N/A N/A 768920829 N/A
RiverSource International Small Cap
Fund N/A N/A 768920761 N/A
RiverSource Limited Duration Bond N/A N/A 768912768 N/A
RiverSource Xxx Xxx Xxxxxx Xxxx X/X X/X 00000X000 N/A
RiverSource Portfolio Builder
Aggressive Fund N/A N/A 00000X000 N/A
RiverSource Portfolio Builder
Conservative Fund N/A N/A 00000X000 N/A
RiverSource Portfolio Builder
Moderate Aggressive Fund N/A N/A 00000X000 N/A
RiverSource Portfolio Builder
Moderate Conservative Fund N/A N/A 00000X000 N/A
RiverSource Portfolio Builder
Total Equity Fund N/A N/A 00000X000 N/A
RiverSource Portfolio Builder
Moderate Fund N/A N/A 00000X000 N/A
RiverSource Precious Metals and
Mining Fund N/A N/A 768923500 X/X
XxxxxXxxxxx Xxxx Xxxxxx Xxxx X/X X/X 00000X000 N/A
RiverSource Select Value Fund N/A N/A 00000X000 N/A
RiverSource Short Duration
U.S. Government Fund N/A N/A 00000X000 N/A
RiverSource Small Cap Equity Fund N/A N/A 00000X000 N/A
RiverSource Small Company Index Fund N/A N/A 00000X000 N/A
RiverSource U.S. Government Mortgage
Fund N/A N/A 00000X000 N/A
RiverSource Value Fund N/A N/A 00000X000 N/A
Fund Cusip
---- ---------
RiverSource Retirement Plus 2010 Fund
(Class Y) 00000X000
RiverSource Retirement Plus 2015 Fund
(Class Y) 00000X000
RiverSource Retirement Plus 2020 Fund
(Class Y) 00000X000
RiverSource Retirement Plus 2025 Fund
(Class Y) 00000X000
RiverSource Retirement Plus 2030 Fund
(Class Y) 00000X000
RiverSource Retirement Plus 2035 Fund
(Class Y) 00000X000
RiverSource Retirement Plus 2040 Fund
(Class Y) 00000X000
RiverSource Retirement Plus 2045 Fund
(Class Y) 00000X000
SCHEDULE B
FEES
Compensation for services rendered under Section 9 of the Agreement shall be
contingent upon fees being payable under Fund Agent's agreements with the Funds.
As compensation for the services Company renders under Section 9 of the
Agreement, Fund Agent will pay a fee to Company equal to on an annual basis the
rate set forth below multiplied by the average daily value of the assets in
Company accounts in the Funds held on Fund Agent's systems.
Share Class R-2 R-3 R-4 R-5 Y
----------- ---- ---- ---- ---- ----
12b-1 Fee 0.50% 0.25% 0.00% 0.00% 0.00%
Plan Administration Fee 0.25% 0.25% 0.25% 0.00% 0.25%
Other 0.10% 0.10% 0.10% 0.10% 0.00%
---- ---- ---- ---- ----
Total Rate 0.85% 0.60% 0.35% 0.10% 0.25%
==== ==== ==== ==== ====
Company acknowledges and agrees that 0.25% of the 12b-1 fee paid on R-2 Shares
is compensation for distribution services provided by a broker-dealer registered
under the 1934 Act and Company represents and warrants that it shall pay such
fee to such broker-dealer for such services.
