EXHIBIT (h)(2)
TRANSFER AGENCY AND SERVICING AGREEMENT
AMENDED AND RESTATED
This Transfer Agency and Servicing Agreement ("Agreement"), dated as of November
8, 2007, amended and restated April 10, 2008, is by and between RiverSource
Service Corporation ("Transfer Agent"), a Minnesota corporation, and RiverSource
Variable Series Trust ("Registrant"), a Massachusetts business trust, on behalf
of the underlying series listed in Schedule A (each a "Fund" and collectively
the "Funds"). The terms "Fund" or "Funds" are used to refer to either the
Registrant or the underlying series as context requires. The Fund and the
Transfer Agent are collectively referred to as the "parties."
In consideration of the mutual promises set forth below, the Fund and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Fund hereby appoints the Transfer
Agent, as transfer agent for its shares ("shares") and as shareholder
servicing agent for the Fund, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below. It is
understood that all shares will be owned by insurance companies
("Insurance Companies") and held in accounts for the benefit of owners of
variable life insurance policies or annuity contracts and that these
insurance companies will be solely responsible for the administration of
these policies and contracts.
2. Compensation.
(a) The Fund will compensate the Transfer Agent for the performance of
its obligations under this Agreement a fee, accrued daily and
payable monthly, which shall be equal to 0.06% (6 basis points) of
the average daily net assets of the Fund. The fee provided for
hereunder shall be paid in cash by the Fund to the Transfer Agent
within five (5) business days after the last day of each period. The
fee does not include out-of-pocket disbursements of the Transfer
Agent for which the Transfer Agent shall be entitled to xxxx the
Fund separately.
(b) Any compensation jointly agreed to hereunder may be adjusted from
time to time by written agreement of the parties.
(c) Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule B. Reimbursement by the Fund for
expenses incurred by the Transfer Agent in any month shall be made
as soon as practicable after the receipt of an itemized xxxx from
the Transfer Agent.
(d) The Transfer Agent may hire affiliated and unaffiliated Insurance
Companies, or other third parties, to perform services under this
Agreement with the understanding that there shall be no diminution
in the quality or level of the services and that the Transfer Agent
remains fully responsible for the services. Except for out-of-pocket
expenses identified in Schedule B, the Transfer Agent shall bear the
cost of subcontracting such services, unless otherwise agreed by the
parties.
3. Documents. The Fund will furnish from time to time such certificates,
documents or opinions as the Transfer Agent deems to be appropriate or
necessary for the proper performance of its duties.
4. Representations of the Fund and the Transfer Agent.
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(a) The Fund represents to the Transfer Agent that all outstanding
shares are validly issued, fully paid and non-assessable by the
Fund. When shares are hereafter issued in accordance with the terms
of the Fund's organizational documents, such shares shall be validly
issued, fully paid and non-assessable by the Fund.
(b) The Transfer Agent represents that it is registered under Section
17A(c) of the Securities Exchange Act of 1934. The Transfer Agent
agrees to maintain the necessary facilities, equipment and personnel
to perform its duties and obligations under this Agreement and to
comply with all applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible for
providing or ensuring that the following services are provided:
(a) Sale and Redemption of Fund Shares. On receipt of investment
payments or redemption instructions from Insurance Companies, the
Transfer Agent will process the payment or redemption, confirm all
transactions, and prepare and maintain all reports and records to
assure the safekeeping of the Fund's assets. All shares shall be
held in book entry form, and no certificate shall be issued except
as has been previously issued.
(b) Right to Seek Assurance for Redemption of Fund Shares. The Transfer
Agent may refuse to redeem shares of the Fund until it is satisfied
that the requested transaction or action is legally authorized or
until it is satisfied that there is no basis for any claims adverse
to the transaction or action. It may rely on the provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers
or the Uniform Commercial Code. The Fund shall indemnify the
Transfer Agent for any act done or omitted to be done in reliance on
such laws or for refusing to transfer, exchange or redeem shares or
taking any requested action if it acts on a good faith belief that
the transaction or action is illegal or unauthorized.
(c) Required Records. The Transfer Agent shall maintain all accounts,
which shall contain all required tax, legally imposed and regulatory
information; shall provide and file with federal and state agencies,
all required tax and other reports; and shall create and maintain
all records in accordance with all applicable laws, rules and
regulations, including, but not limited to, the records required by
Section 31(a) of the Investment Company Act of 1940, as amended.
(d) The Transfer Agent shall respond to all valid inquiries related to
its duties under this Agreement.
(e) Dividends and Distributions. The Transfer Agent shall prepare and
present the necessary report to the Fund's custodian regarding
processing of income dividends and capital gains distributions.
(f) Confirmations and Statements. The Transfer Agent shall confirm each
transaction as may be required.
(g) Reports to Fund. The Transfer Agent will provide reports pertaining
to the services provided under this Agreement as the Fund may
request to ascertain the quality and level of services being
provided or as required by law.
(h) Delivery of Required Documents. Transfer Agent shall deliver or
cause to be delivered
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all required Fund prospectuses, annual reports, semiannual reports,
statements of additional information (upon request), proxies and
other communications to shareholders and variable account contract
owners and policy holders, and shall cause proxies to be tabulated.
(i) Contract owner services. Transfer Agent shall provide or cause to be
provided services to variable account contract owners and policy
holders, which may include processing purchases, redemptions and
exchanges of units representing interest in Fund shares, including
confirming such transactions, and other services related to variable
account contract owners and policy holders' ownership of interest in
the Funds.
6. Ownership and Confidentiality of Records.
(a) General. The Transfer Agent agrees that all records prepared or
maintained by it relating to the services to be performed by it
under the terms of this Agreement are the property of the Fund and
may be inspected by the Fund or any person retained by the Fund at
reasonable times. The Fund and Transfer Agent agree to protect the
confidentiality of those records.
(b) Regulation S-P.
(1) In accordance with Regulation S-P of the Securities and
Exchange Commission, "Nonpublic Personal Information"
includes: (1) all personally identifiable financial
information; (2) any list, description, or other grouping of
consumers (and publicly available information pertaining to
them) that is derived using any personally identifiable
financial information that is not publicly available
information; and (3) any information derived therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal
Information for any purpose other than to carry out the
purpose for which Nonpublic Personal Information was provided
to the Transfer Agent as set forth in this Agreement, and
agrees to cause the Transfer Agent, and its employees, agents,
representatives, or any other party to whom the Transfer Agent
may provide access to or disclose Nonpublic Personal
Information to limit the use and disclosure of Nonpublic
Personal Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures
designed to ensure the security and confidentiality of
Nonpublic Personal Information, to protect such information
against any anticipated threats or hazards to the security or
integrity of such information, and to protect against
unauthorized access to, or use of, Nonpublic Personal
Information that could result in substantial harm or
inconvenience to any customer of the Funds; the Transfer Agent
further agrees to cause all its agents, representatives,
subcontractors, or any other party to whom the Transfer Agent
may provide access to, or disclose, Nonpublic Personal
Information to implement appropriate measures designed to meet
the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the
Transfer Agent agrees to indemnify and hold harmless the Fund
and any officer or director of the Board of the Fund ("Board
member") against losses, claims, damages, expenses, or
liabilities to which the Fund, or any officer or Board member
of the Fund, may
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become subject as the result of: (1) a material breach of the
provisions of this section of the Agreement, or (2) any acts
or omissions of the Transfer Agent, or of any of its officers,
directors, employees, or agents, that are not in substantial
accordance with this Agreement, including, but not limited to,
any violation of any federal statute or regulation.
Notwithstanding the foregoing, no party shall be entitled to
indemnification pursuant to this Section 6(b)(4) if such loss,
claim, damage, expense, or liability is due to the willful
misfeasance, bad faith, gross negligence, or reckless
disregard of duty by the party seeking indemnification.
7. Action by Board and Opinion of Counsel. The Transfer Agent may rely on
resolutions of the Board or the Executive Committee of the Board or on
opinion of counsel for the Fund.
8. Duty of Care. It is understood and agreed that, in furnishing the Fund
with the services as herein provided, neither the Transfer Agent, nor any
officer, director or agent thereof shall be held liable for any loss
arising out of or in connection with their actions under this Agreement so
long as they act in good faith and with due diligence, and are not
negligent or guilty of any willful misconduct. It is further understood
and agreed that the Transfer Agent may rely upon information furnished to
it reasonably believed to be accurate and reliable. In the event the
Transfer Agent is unable to perform its obligations under the terms of
this Agreement because of an act of God, strike or equipment or
transmission failure reasonably beyond its control, the Transfer Agent
shall not be liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall continue in effect from year to
year as the parties may mutually agree, provided that either party may
terminate this Agreement by giving the other party notice in writing
specifying the date of such termination, which shall be not less than 60
days after the date of receipt of such notice. In the event such notice is
given by the Fund, it shall be accompanied by a vote of the Board,
certified by the Secretary, electing to terminate this Agreement and
designating a successor transfer agent or transfer agents. Upon such
termination and at the expense of the Fund, the Transfer Agent will
deliver to such successor a certified list of shareholders of the Fund
(with name, address and taxpayer identification or Social Security number,
if available (although such records may consist solely of variable
separate accounts of affiliated and unaffiliated insurance companies)), a
historical record of the account of each shareholder and the status
thereof, and all other relevant books, records, correspondence, and other
data established or maintained by the Transfer Agent under this Agreement
in the form reasonably acceptable to the Fund, and will cooperate in the
transfer of such duties and responsibilities, including provisions for
assistance from the Transfer Agent's personnel in the establishment of
books, records and other data by such successor or successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by the parties.
11. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the
written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
(c) Each Fund 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
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the Commonwealth of Massachusetts. The execution and delivery of
this Agreement has been authorized by the Trustees and the Agreement
has been signed by an authorized officer of the Fund. It is
expressly agreed that the obligations of the Fund under this
Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Fund,
personally, but bind only the assets and property of the Fund, as
provided in the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
RIVERSOURCE VARIABLE SERIES TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
President
RIVERSOURCE SERVICE CORPORATION
By: /s/ Xxx Xxxxxxx-Strong
---------------------------------------
Xxx Xxxxxxx-Strong
President
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SCHEDULE A
FUNDS
The Funds, each a Massachusetts business trust, to which this Agreement applies
follow:
RIVERSOURCE VARIABLE PORTFOLIO SERIES TRUST
Disciplined Asset Allocation Portfolios - Aggressive
Disciplined Asset Allocation Portfolios - Conservative
Disciplined Asset Allocation Portfolios - Moderate
Disciplined Asset Allocation Portfolios - Moderately Aggressive
Disciplined Asset Allocation Portfolios - Moderately Conservative
RiverSource Partners Variable Portfolio - Fundamental Value Fund
RiverSource Partners Variable Portfolio - Select Value Fund
RiverSource Partners Variable Portfolio - Small Cap Value Fund
RiverSource Variable Portfolio - Balanced Fund
RiverSource Variable Portfolio - Cash Management Fund
RiverSource Variable Portfolio - Diversified Bond Fund
RiverSource Variable Portfolio - Diversified Equity Income Fund
RiverSource Variable Portfolio - Global Bond Fund
RiverSource Variable Portfolio - Global Inflation Protected Securities Fund
RiverSource Variable Portfolio - Growth Fund
RiverSource Variable Portfolio - High Yield Bond Fund
RiverSource Variable Portfolio - Income Opportunities Fund
RiverSource Variable Portfolio - Large Cap Equity Fund
RiverSource Variable Portfolio - Large Cap Value Fund
RiverSource Variable Portfolio - Mid Cap Growth Fund
RiverSource Variable Portfolio - Mid Cap Value Fund
RiverSource Variable Portfolio - S&P 500 Index Fund
RiverSource Variable Portfolio - Short Duration U.S. Government Fund
RiverSource Variable Portfolio - Small Cap Advantage Fund
Threadneedle Variable Portfolio - Emerging Markets Fund
Threadneedle Variable Portfolio - International Opportunity Fund
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SCHEDULE B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses (which may be incurred by Insurance Companies):
- typesetting, printing, paper, envelopes, postage and return postage for
proxy soliciting material, and proxy tabulation costs
- printing, paper, envelopes and postage for records of account, purchase
confirmations, exchange confirmations and exchange prospectuses,
redemption confirmations, redemption checks, and any other communication
required to be sent to shareholders and variable account contract owners
and policy holders
- typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information and
other required mailings to shareholders and variable account contract
owners and policy holders
- other expenses incurred at the request or with the consent of the Fund
