Exhibit 99.(h)(5)
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization dated as of September 11, 2007 (the
"Agreement") is between each selling entity identified in Schedule A hereto
(each a "Selling Corporation")(1), on behalf of each series thereof identified
in Schedule A hereto as a Selling Fund (each a "Selling Fund"), each
corresponding buying entity identified in Schedule A hereto (each a "Buying
Corporation"), on behalf of each series thereof identified in Schedule A hereto
as the corresponding Buying Fund (each a "Buying Fund"), and RiverSource
Investments, LLC (solely for the purposes of Sections 3c and 11 of the
Agreement).
This Agreement shall be treated as if each reorganization between a Selling Fund
and its corresponding Buying Fund contemplated hereby had been the subject of a
separate agreement.
In consideration of their mutual promises, the parties agree as follows:
1. SHAREHOLDER APPROVAL. Each Selling Fund will call a meeting of its
shareholders for the purpose of approving the Agreement and the
transactions it contemplates (each a "Reorganization"). Each Buying Fund
agrees to furnish data and information, as reasonably requested, for the
proxy statement to be furnished to shareholders of the corresponding
Selling Fund.
2. REORGANIZATION.
a. Plan of Reorganization. The Reorganization will be a reorganization
within the meaning of Section 368 of the Internal Revenue Code of
1986, as amended (the "Code"). At the Closing, each Selling
Corporation will convey all of the assets of each Selling Fund to
the corresponding Buying Fund. Each Buying Fund will assume all
liabilities of the corresponding Selling Fund. At the Closing, each
Buying Corporation will deliver shares of each Buying Fund,
including fractional shares, to the corresponding Selling
Corporation. The number of shares will be determined by dividing the
value of the net assets of shares of each Selling Fund, computed as
described in paragraph 3(a), by the net asset value of one share of
the corresponding Buying Fund, computed as described in paragraph
3(b). Each Selling Fund will not pay a sales charge on the receipt
of the corresponding Buying Fund's shares in exchange for the assets
of such Selling Fund. In addition, the shareholders of each Selling
Fund will not pay a sales charge on distribution to them of shares
of the corresponding Buying Fund.
b. Closing and Effective Time of the Reorganization. The Reorganization
and all related acts necessary to complete the Reorganization (the
"Closing") will occur on the first day on which the New York Stock
Exchange (the "NYSE") is open for business following approval of
shareholders of each Selling Fund and receipt of all necessary
regulatory approvals, or such later date as the parties may agree.
3. VALUATION OF NET ASSETS.
a. The net asset value of shares of each Selling Fund will be computed
as of the close of regular trading on the NYSE on the business day
immediately preceding the day of Closing (the "Valuation Date")
using the valuation procedures in the corresponding Buying Fund's
prospectus.
b. The net asset value per share of shares of each Buying Fund will be
determined as of the close of regular trading on the NYSE on the
Valuation Date, using the valuation procedures in each Buying Fund's
prospectus.
c. At the Closing, each Selling Fund will provide the corresponding
Buying Fund with a copy of the computation showing the valuation of
the net asset value per share of shares of such Selling Fund on the
Valuation Date. Each Buying Fund will provide the corresponding
Selling Fund with a copy of the computation showing the
determination of the net asset value per share of shares of such
Buying Fund on the Valuation Date. Both computations will be
certified by an officer of RiverSource Investments, LLC, the
investment manager.
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(1) As noted in Schedule A, the Selling Corporation for the Reorganization of
RiverSource Massachusetts Tax-Exempt Fund, RiverSource Michigan Tax-Exempt
Fund and RiverSource Ohio Tax-Exempt Fund is a Massachusetts business
trust.
4. LIQUIDATION AND DISSOLUTION OF THE SELLING FUND.
a. As soon as practicable after the Valuation Date, each Selling
Corporation will liquidate each Selling Fund and distribute shares
of each class of the corresponding Buying Fund to such Selling
Fund's shareholders of record of such class. Each Buying Fund will
establish shareholder accounts in the names of each corresponding
Selling Fund shareholder, representing the respective pro rata
number of full and fractional shares of such class of the Buying
Fund due to each shareholder. All issued and outstanding shares of
each Selling Fund will simultaneously be cancelled on the books of
each Selling Corporation. Each Buying Fund or its transfer agent
will establish shareholder accounts in accordance with instructions
from the corresponding Selling Corporation.
b. Immediately after the Valuation Date, the share transfer books of
each Selling Corporation relating to each Selling Fund will be
closed and no further transfer of shares will be made.
c. Promptly after the distribution, each Buying Fund or its transfer
agent will notify each shareholder of the corresponding Selling Fund
of the number of shares distributed to the shareholder and confirm
the registration in the shareholder's name.
d. As promptly as practicable after the liquidation of each Selling
Fund, and in no event later than twelve months from the date of the
Closing, each Selling Fund will be dissolved.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYING CORPORATION.
With respect to each Reorganization, the Buying Corporation represents and
warrants to the corresponding Selling Fund as follows:
a. Organization, Existence, etc. The Buying Corporation is a
corporation duly organized, validly existing and in good standing
under the laws of the state of Minnesota and has the power to carry
on its business as it is now being conducted.
b. Registration as Investment Company. The Buying Fund is a series of
the Buying Corporation, registered under the Investment Company Act
of 1940 (the "1940 Act") as an open-end, management investment
company.
c. Capitalization. The Buying Corporation has authorized capital of
10,000,000,000 shares of common stock, par value $0.01 per share.
All of the outstanding shares of the Buying Corporation have been
duly authorized and are validly issued, fully paid and
non-assessable. Since the Buying Fund is engaged in the continuous
offering and redemption of its shares, the number of outstanding
shares may vary daily.
d. Financial Statements. The audited financial statements as of the end
of the last fiscal year, and the subsequent unaudited semi-annual
financial statements, if any (the "Buying Fund Financial
Statements"), fairly present the financial position of the Buying
Fund and the results of its operations and changes in its net assets
for the periods shown.
e. Shares to be Issued Upon Reorganization. The shares to be issued in
connection with the Reorganization will be duly authorized and, at
the time of the Closing, will be validly issued, fully paid and
non-assessable.
f. Authority Relative to the Agreement. The Buying Corporation has the
power to enter into and carry out the obligations described in this
Agreement. The Agreement and the transactions contemplated by it
have been duly authorized by the Board of Directors of the Buying
Corporation and no other proceedings by the Buying Corporation or
the Buying Fund are necessary.
g. No Violation. The Buying Corporation is not in violation of its
Articles of Incorporation or By-Laws (the "Articles") or in default
in the performance of any material agreement to which it is a party.
The execution of this Agreement and the completion of the
transactions contemplated by it will not conflict with, or
constitute a breach of, any material contract or other instrument to
which the Buying Fund is subject. The transactions will not result
in any violation of the provisions of the Articles or any law,
administrative regulation or administrative or court decree
applicable to the Buying Fund.
h. Liabilities. The Buying Fund has no liabilities other than
liabilities disclosed in the Buying Fund Financial Statements,
liabilities incurred in the ordinary course of business subsequent
to the date of the latest annual or semi-annual financial
statements, or liabilities previously disclosed to the Selling Fund,
none of which has been materially adverse to the business, assets or
results of operation of the Buying Fund.
i. Litigation. There is no litigation, administrative proceeding or
investigation before any court or governmental body currently
pending or, to the knowledge of the Buying Fund, threatened, that
would materially and adversely affect the Buying Fund, its financial
condition or the conduct of its business, or that would prevent or
hinder completion of the transactions contemplated by this
Agreement. The Buying Fund knows of no facts that might form the
basis for the institution of any such litigation, proceeding or
investigation and the Buying Fund is not a party to or subject to
the provisions of any order, decree or judgment.
j. Contracts. Except for contracts and agreements previously disclosed
to the Selling Corporation, the Buying Fund is not a party to or
subject to any material contract, debt instrument, plan, lease,
franchise, license or permit.
k. Regulated Investment Company Qualification. The Buying Fund has
qualified as a regulated investment company under the Internal
Revenue Code with respect to each taxable year since commencement of
its operations and will qualify as a regulated investment company at
all times through the Closing.
l. Taxes. As of the Closing, the Buying Fund will (i) have filed all
federal and other tax returns and reports that have been required to
be filed, (ii) have paid or provided for payment of all federal and
other taxes shown to be due on such returns or on any assessments
received, (iii) have adequately provided for all tax liabilities on
its books, (iv) except as disclosed to the Selling Fund, not have
had any tax deficiency or liability asserted against it or question
with respect thereto raised, and (v) except as disclosed to the
Selling Fund, not be under audit by the Internal Revenue Service or
by any state or local tax authority for taxes in excess of those
already paid.
m. Registration Statement. The Buying Fund will file a registration
statement on Form N-14 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933
(the "1933 Act") relating to the shares to be issued in the
Reorganization. At the time the Registration Statement becomes
effective, at the time of the shareholders' meeting and at the
Closing, the Registration Statement will not contain an untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein not misleading. However,
none of the representations and warranties in this subsection apply
to statements in, or omissions from, the Registration Statement made
in reliance on information furnished by the Selling Fund for use in
the Registration Statement.
n. Business Activities. The Buying Fund will operate its business in
the ordinary course between the date hereof and the Closing Date, it
being understood that such ordinary course of business will include
regular and customary periodic dividends and distributions and any
other distribution that may be advisable.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLING CORPORATION.
With respect to each Reorganization, the Selling Corporation represents
and warrants to the corresponding Buying Fund as follows:
a. Organization, Existence, etc. The Selling Corporation is a
corporation duly organized, validly existing and in good standing
under the laws of the state of Minnesota and has the power to carry
on its business as it is now being conducted (for the Reorganization
of RiverSource Massachusetts Tax-Exempt Fund, RiverSource Michigan
Tax-Exempt Fund and RiverSource Ohio Tax-Exempt Fund, the Selling
Corporation is a Massachusetts business trust that is duly
organized, validly existing and in good standing under the laws of
the Commonwealth of Massachusetts).
b. Registration as Investment Company. The Selling Fund is a series of
the Selling Corporation, registered under the 1940 Act as an
open-end, management investment company.
c. Capitalization. The Selling Corporation has authorized capital of
10,000,000,000 shares of common stock, par value $0.01 per share
(for the Reorganization of RiverSource Massachusetts Tax-Exempt
Fund, RiverSource Michigan Tax-Exempt Fund and RiverSource Ohio
Tax-Exempt Fund, the beneficial interest of the Selling Corporation
shall at all times be divided into an unlimited number of shares,
without par value). All of the outstanding shares have been duly
authorized and are validly issued, fully paid and non-assessable.
Since the Selling Fund is engaged in the continuous offering and
redemption of its shares, the number of outstanding shares may vary
daily.
d. Financial Statements. The audited financial statements as of the end
of the last fiscal year, and the subsequent unaudited semi-annual
financial statements, if any (the "Selling Fund Financial
Statements"), fairly present the financial position of the Selling
Fund, and the results of its operations and changes in its net
assets for the periods shown.
e. Authority Relative to the Agreement. The Selling Corporation has the
power to enter into and to carry out its obligations under this
Agreement. The Agreement and the transactions contemplated by it
have been duly authorized by the Board of Directors (for the
Reorganization of RiverSource Massachusetts Tax-Exempt Fund,
RiverSource Michigan Tax-Exempt Fund and RiverSource Ohio Tax-Exempt
Fund, the Board of Trustees) of the Selling Corporation and no other
proceedings by the Selling Corporation or the Selling Fund are
necessary.
f. No Violation. The Selling Corporation is not in violation of its
Articles or in default in the performance of any material agreement
to which it is a party (for the Reorganization of RiverSource
Massachusetts Tax-Exempt Fund, RiverSource Michigan Tax-Exempt Fund
and RiverSource Ohio Tax-Exempt Fund, the Selling Corporation is not
in violation of its Agreement and Declaration of Trust or By-Laws
(the "Charter Documents") or in default in the performance of any
material agreement to which it is a party). The execution of this
Agreement and the completion of the transactions contemplated by it
will not conflict with or constitute a breach of, any material
contract to which the Selling Fund is subject. The transactions will
not result in any violation of the provisions of the Articles or
Charter Documents, as the case may be, or any law, administrative
regulation or administrative or court decree applicable to the
Selling Fund.
g. Liabilities. The Selling Fund has no liabilities other than
liabilities disclosed in the Selling Fund Financial Statements,
liabilities incurred in the ordinary course of business subsequent
to the date of the latest annual or semi-annual financial
statements, or liabilities previously disclosed to the Buying Fund,
none of which has been materially adverse to the business, assets or
results of operation of the Selling Fund.
h. Litigation. There is no litigation, administrative proceeding or
investigation before any court or governmental body currently
pending or, to the knowledge of the Selling Fund, threatened, that
would materially and adversely affect the Selling Fund, its
financial condition or the conduct of its business, or that would
prevent or hinder completion of the transactions contemplated by
this Agreement. The Selling Fund knows of no facts that might form
the basis for the institution of any such litigation, proceeding or
investigation and is not a party to or subject to the provisions of
any order, decree or judgment.
i. Contracts. Except for contracts and agreements previously disclosed
to the Buying Corporation, the Selling Fund is not a party to or
subject to any material contract, debt instrument, plan, lease,
franchise, license or permit.
j. Regulated Investment Company Qualification. The Selling Fund has
qualified as a regulated investment company under the Internal
Revenue Code with respect to each taxable year since commencement of
its operations and will qualify as regulated investment company at
all times through the Closing.
k. Taxes. As of the Closing, the Selling Fund will (i) have filed all
federal and other tax returns and reports that have been required to
be filed, (ii) have paid or provided for payment of all federal and
other taxes shown to be due on such returns or on any assessments
received, (iii) have adequately provided for all tax liabilities on
its books, (iv) except as disclosed to the Buying Fund, not have had
any tax deficiency or liability asserted against it or question with
respect thereto raised, and (v) except as disclosed to the Buying
Fund, not be under audit by the Internal Revenue Service or by any
state or local tax authority for taxes in excess of those already
paid.
l. Fund Securities. All securities listed in the schedule of
investments of the Selling Fund as of the Closing will be owned by
the Selling Fund free and clear of any encumbrances, except as
indicated in the schedule.
m. Registration Statement. The Selling Fund will cooperate with the
Buying Fund and will furnish information relating to the Selling
Corporation and the Selling Fund required in the Registration
Statement. At the time the Registration Statement becomes effective,
at the time of the shareholders' meeting and at the Closing, the
Registration Statement, as it relates to the Selling Corporation or
the Selling Fund, will not contain an untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein not misleading. However, the representations and
warranties in this subsection apply only to statements in or
omissions from the Registration Statement made in reliance upon
information furnished by the Selling Corporation or the Selling Fund
for use in the Registration Statement.
n. Provision of Books and Records. The Selling Fund will provide its
books and records to the Buying Fund for purposes of preparing any
tax returns required by law to be filed after the Closing date,
including (1) the tax return for the period ending on the Closing
date, and (2) the tax return for the period beginning the day after
the Closing and ending the earlier of the current fiscal year-end of
the Buying Fund and the taxable year end chosen by the Buying Fund
following each Reorganization.
o. Business Activities. The Selling Fund will operate its business in
the ordinary course between the date hereof and the Closing Date, it
being understood that such ordinary course of business will include
regular and customary periodic dividends and distributions and any
other distribution that may be advisable.
7. CONDITIONS TO OBLIGATIONS OF THE BUYING CORPORATION. The obligations of
the Buying Corporation with respect to each Reorganization are subject to
the satisfaction of the following conditions:
a. Shareholder Approval. This Agreement will have been approved by the
affirmative vote of the holders of the majority of the voting power
of all Selling Fund shares entitled to vote.
b. Representations, Warranties and Agreements. The Selling Corporation
and the Selling Fund will have complied with this Agreement and each
of the representations and warranties in this Agreement will be true
in all material respects as of the Closing. An officer of the
Selling Corporation will provide a certificate to the Buying Fund
confirming that, as of the Closing, the representations and
warranties set forth in Section 6 are true and correct and that
there have been no material adverse changes in the financial
condition, results of operations, business, properties or assets of
the Selling Fund since the date of its last financial statement,
except as otherwise indicated in any financial statements, certified
by an officer of the Selling Corporation, and delivered to the
Buying Fund on or prior to the last business day before the Closing.
c. Regulatory Approvals.
- The Registration Statement referred to in Sections 5(m) and
6(m) will be effective and no stop orders under the 1933 Act
will have been issued.
- All necessary approvals, consents and exemptions from federal
and state regulatory authorities will have been obtained.
d. Opinion of Counsel. The Buying Corporation will have received an
opinion of counsel for the Selling Corporation, dated as of the
Closing, to the effect that: (i) the Selling Corporation is a
corporation duly organized and validly existing under the laws of
the state of Minnesota (for the Reorganization of RiverSource
Massachusetts Tax-Exempt Fund, RiverSource Michigan Tax-Exempt Fund
and RiverSource Ohio Tax-Exempt Fund, the Selling Corporation is a
Massachusetts business trust duly organized and validly existing
under the laws of the Commonwealth of Massachusetts); (ii) the
Selling Fund is a series of the Selling Corporation, an open-end
investment company registered under the 1940 Act; (iii) this
Agreement and the Reorganization have been duly authorized and
approved by all requisite action of the Selling Corporation and the
Selling Fund and this Agreement has been duly executed by, and is a
valid and binding obligation of, the Selling Corporation.
e. Declaration of Dividend. The Selling Fund, prior to the Closing, has
declared a dividend or dividends, which, together with all previous
such dividends, shall have the effect of distributing to the Selling
Fund shareholders (i) all of the excess of (x) the Selling Fund's
investment income excludable from gross income under Section 103 of
the Code over (y) the Selling Fund's deductions disallowed under
Sections 265 and 171 of the Code, (ii) all of the Selling Fund's
investment company taxable income as defined in Section 852 of the
Code (in each case computed without regard to any deduction for
dividends paid) and (iii) all of the Selling Fund's net capital gain
realized (after reduction for any capital loss carryover), in each
case for the current taxable year (which will end on the Closing
date) and any preceding taxable years for which such a dividend is
eligible to be made under Section 855 of the Code.
8. CONDITIONS TO OBLIGATIONS OF THE SELLING CORPORATION. The obligations of
the Selling Corporation with respect to each Reorganization are subject to
the satisfaction of the following conditions:
a. Shareholder Approval. This Agreement will have been approved by the
affirmative vote of the holders of the majority of the voting power
of all Selling Fund shares entitled to vote.
b. Representations, Warranties and Agreements. The Buying Fund will
have complied with this Agreement and each of the representations
and warranties in this Agreement will be true in all material
respects as of the Closing. An officer of the Buying Corporation
will provide a certificate to the Selling Fund confirming that, as
of the Closing, the representations and warranties set forth in
Section 5 are true and correct and that there have been no material
adverse changes in the financial condition, results of operations,
business, properties or assets of the corresponding Buying Fund
since the date of its last financial statement, except as otherwise
indicated in any financial statements, certified by an officer of
the Buying Corporation, and delivered to the Selling Fund on or
prior to the last business day before the Closing.
c. Regulatory Approvals.
- The Registration Statement referred to in Sections 5(m) and
6(m) will be effective and no stop orders under the 1933 Act
will have been issued.
- All necessary approvals, consents and exemptions from federal
and state regulatory authorities will have been obtained.
d. Opinion of Counsel. The Selling Corporation will have received the
opinion of counsel for the Buying Corporation, dated as of the
Closing, to the effect that: (i) the Buying Corporation is a
corporation duly organized and validly existing under the laws of
the state of Minnesota; (ii) the Buying Fund is a series of the
Buying Corporation, an open-end investment company registered under
the 1940 Act; (iii) this Agreement and the Reorganization have been
authorized and approved by all requisite action of the Buying
Corporation and the Buying Fund and this Agreement has been duly
executed by, and is a valid and binding obligation of, the Buying
Corporation; and (iv) the shares to be issued in the Reorganization
are duly authorized and upon issuance in accordance with this
Agreement will be validly issued, fully paid and non-assessable
shares of the Buying Fund.
9. CONDITIONS TO OBLIGATIONS OF THE SELLING CORPORATION AND THE BUYING
CORPORATION. The obligations of each of the Selling Corporation and the
Buying Corporation with respect to each Reorganization are subject to the
satisfaction of the following conditions:
Tax Opinion. With respect to each Reorganization, each Selling Fund shall
have received a favorable opinion of Ropes & Xxxx LLP satisfactory to each
Selling Fund, and each Buying Fund shall have received a favorable opinion
of Ropes & Xxxx LLP satisfactory to each Buying Fund, each substantially
to the effect that, on the basis of existing provisions of the Code,
Treasury regulations promulgated thereunder, current administrative rules
and court decisions, generally for federal income tax purposes:
a. The transactions contemplated by this Agreement will constitute a
reorganization within the meaning of Section 368(a) of the Code, and
each Selling Fund and the corresponding Buying Fund will each be "a
party to a reorganization" within the meaning of Section 368(b) of
the Code;
b. No gain or loss will be recognized by each Selling Fund upon the
transfer of its assets to the corresponding Buying Fund in exchange
for the acquisition shares or upon the distribution of the
acquisition shares by such Selling Fund to its shareholders in
liquidation, as contemplated in paragraph 1 hereof;
c. No gain or loss will be recognized by each Buying Fund upon receipt
of the assets of the corresponding Selling Fund in exchange for
acquisition shares and the assumption by each Buying Fund of the
liabilities of such Selling Fund as contemplated in paragraph 1
hereof;
d. The basis in the hands of each Buying Fund of the assets of each
Selling Fund transferred to the Buying Fund in the Reorganization
will be the same as the basis of such assets in the hands of such
Selling Fund immediately prior to the transfer;
e. The holding periods of the assets of each Selling Fund in the hands
of each Buying Fund will include the periods during which such
assets were held by each Selling Fund;
f. No gain or loss will be recognized by each Selling Fund's
shareholders upon the exchange of their shares of each Selling Fund
for the acquisition shares;
g. The aggregate basis of the acquisition shares each Selling Fund
shareholder receives in connection with the Reorganization will be
the same as the aggregate basis of his or her Selling Fund's shares
exchanged therefor;
h. Each Selling Fund shareholder's holding period for the acquisition
shares will be determined by including the period for which he or
she held the Selling Fund's shares exchanged therefor, provided that
the shareholder held such Selling Fund's shares as capital assets;
and
i. Each Buying Fund will succeed to and take into account the items of
the Selling Fund described in Section 381(c) of the Code, subject to
the conditions and limitations specified in Sections 381, 382, 383
and 384 of the Code and the regulations thereunder.
The opinion will be based on certain factual certifications made by
officers of the Selling Fund and the corresponding Buying Fund will also
be based on customary assumptions. The opinion is not a guarantee that the
tax consequences of the Reorganization will be as described above.
Ropes & Xxxx LLP will express no view with respect to the effect of the
Reorganization on any transferred asset as to which any unrealized gain or
loss is required to be recognized at the end of a taxable year (or on the
termination or transfer thereof) under federal income tax principles.
10. AMENDMENT; TERMINATION; NON-SURVIVAL OF COVENANTS, WARRANTIES AND
REPRESENTATIONS.
a. This Agreement may be amended in writing if authorized by the
respective Boards of Directors/Trustees. The Agreement may be
amended at any time before or after approval by the shareholders of
each Selling Fund.
b. At any time prior to the Closing, any of the parties may waive in
writing (i) any inaccuracies in the representations and warranties
made to it and (ii) compliance with any of the covenants or
conditions made for its benefit.
c. Each party hereto may terminate this Agreement at any time prior to
the Closing by notice to the other party if a material condition to
its performance or a material covenant of the other party is not
fulfilled on or before the date specified for its fulfillment or a
material breach of this Agreement is made by the other party and is
not cured.
d. This Agreement may be terminated by any party at any time prior to
the Closing, whether before or after approval by the shareholders of
each Selling Fund, without any liability on the part of any party or
its respective directors/trustees, officers, or shareholders, on
written notice to the other party, and shall be terminated without
liability as of the close of business on December 31, 2008, or a
later date agreed upon by the parties, if the Closing is not on or
prior to that date.
e. The representations, warranties and covenants contained in this
Agreement, or in any document delivered in connection with this
Agreement, will survive the Reorganization.
11. EXPENSES. RiverSource Investments, LLC and its affiliates will pay all
solicitation expenses in order to achieve shareholder approval of each
Reorganization whether or not the Reorganization is completed and will
bear the other costs of effecting each Reorganization (other than any
brokerage or other transaction costs associated with the sale or purchase
of portfolio securities in connection with a Reorganization).
12. GENERAL.
a. Headings. The headings contained in this Agreement are for reference
purposes only and will not affect the meaning or interpretation of
this Agreement. Nothing in this Agreement is intended to confer upon
any other person any rights or remedies by reason of this Agreement.
b. Governing Law. This Agreement will be governed by the laws of the
state of Minnesota.
13. INDEMNIFICATION. Each party will indemnify and hold the other and its
officers and directors/trustees (each an "Indemnitee") harmless from and
against any liability or other cost and expense, in connection with the
defense or disposition of any action, suit, or other proceeding, before
any court or administrative or investigative body in which the Indemnitee
may be involved as a party, with respect to actions taken under this
Agreement. However, no Indemnitee will be indemnified against any
liability or expense arising by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of the Indemnitee's position.
14. NON-RECOURSE. A copy of the Declaration of Trust of RiverSource Special
Tax-Exempt Series Trust is on file with the Secretary of The Commonwealth
of Massachusetts, and notice is hereby given that no trustee, officer,
agent or employee of such fund shall have any personal liability under
this Agreement, and that this Agreement is binding only upon the assets
and properties of each relevant Selling Fund.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be signed.
RIVERSOURCE BOND SERIES, INC., on behalf of
RiverSource Core Bond Fund
RIVERSOURCE MANAGERS SERIES, INC., on behalf of
RiverSource Fundamental Growth Fund
RiverSource Value Fund
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC., on behalf of
RiverSource International Equity Fund
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST, on behalf of
RiverSource Massachusetts Tax-Exempt Fund
RiverSource Michigan Tax-Exempt Fund
RiverSource Ohio Tax-Exempt Fund
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC., on behalf of
RiverSource Diversified Bond Fund
RIVERSOURCE LARGE CAP SERIES, INC., on behalf of
RiverSource Growth Fund
RIVERSOURCE INTERNATIONAL SERIES, INC., on behalf of
RiverSource Disciplined International Equity Fund
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC., on behalf of
RiverSource Tax-Exempt High Income Fund
RIVERSOURCE INVESTMENT SERIES, INC., on behalf of
RiverSource Diversified Equity Income Fund
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President
The undersigned is a party to this Agreement for the purposes of Section 3c and
11 only.
RIVERSOURCE INVESTMENTS, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President and Chief Investment Officer
SCHEDULE A
SELLING ENTITY SELLING FUND BUYING ENTITY BUYING FUND
--------------------------------- ------------------------------ ------------------------------ ------------------------------
RiverSource Bond Series, Inc. RiverSource Core Bond Fund RiverSource Diversified Income RiverSource Diversified Bond
Series, Inc. Fund
RiverSource Managers Series, Inc. RiverSource Fundamental Growth RiverSource Large Cap Series, RiverSource Growth Fund
Fund Inc.
RiverSource International RiverSource International RiverSource International RiverSource Disciplined
Managers Series, Inc. Equity Fund Series, Inc. International Equity Fund
RiverSource Special Tax-Exempt RiverSource Massachusetts RiverSource Tax-Exempt Income RiverSource Tax-Exempt High
Series Trust Tax-Exempt Fund Series, Inc. Income Fund
RiverSource Special Tax-Exempt RiverSource Michigan RiverSource Tax-Exempt Income RiverSource Tax-Exempt High
Series Trust Tax-Exempt Fund Series, Inc. Income Fund
RiverSource Special Tax-Exempt RiverSource Ohio Tax-Exempt RiverSource Tax-Exempt Income RiverSource Tax-Exempt High
Series Trust Fund Series, Inc. Income Fund
RiverSource Managers Series, Inc. RiverSource Value Fund RiverSource Investment Series, RiverSource Diversified Equity
Inc. Income Fund
