EXHIBIT (d)(3)
AMENDMENT ONE TO
AMENDED AND RESTATED SUBADVISORY AGREEMENT
The Amended and Restated Subadvisory Agreement between RiverSource Investments,
LLC ("RiverSource") and Threadneedle International Limited ("TINTL") dated June
11, 2008, is amended as follows:
Schedule 1
Schedule 1 to the Agreement is deleted and replaced in its entirety by the
following Schedule 1:
SCHEDULE 1
ASSETS UNDER MANAGEMENT
--------------------------------------------
$0-150 NEXT $500 NEXT $500
MILLION MILLION MILLION THEREAFTER
FUNDS bps bps bps bps
---------------------------------- ------- --------- --------- ----------
Threadneedle Emerging Markets Fund 45 40 35 30
Threadneedle Variable Portfolio -
Emerging Markets Fund 45 40 35 30
Threadneedle European Equity Fund 35 30 25 20
Threadneedle Global Equity Fund 35 30 25 20
Threadneedle International
Opportunity Fund 35 30 25 20
Threadneedle Variable Portfolio -
International Opportunity Fund 35 30 25 20
ASSETS UNDER MANAGEMENT
--------------------------------
$0-250 NEXT $250
MILLION MILLION THEREAFTER
FUNDS bps bps bps
---------------------------------- ------- --------- ----------
Threadneedle Asia Pacific Fund 50 45 40
Threadneedle Global Extended Alpha
Fund 70 65 60
Threadneedle Global Equity Income
Fund 45 40 35
The rates shown above apply to the corresponding portion of the respective
portfolio. For example, if the average daily net assets for the Threadneedle
Emerging Markets Fund for a given month are $650 million, then the applicable
rates shall be 45 bps on $150 million and 40 bps on the remaining $500 million.
PERFORMANCE FEE ADJUSTMENT
1. The fees payable to TINTL by RiverSource shall be subject to adjustment
as set out below.
2. For each Fund listed below in Column A, the amount of the adjustment to
the fees payable to TINTL, whether positive or negative, shall be equal to
one-half (1/2) of the performance incentive adjustment ("PIA") made to the
investment management fee that RiverSource is entitled to under the terms
of the Advisory Agreement. For each Fund listed below in Column B, the
amount of the adjustment to the fees payable to TINTL, whether positive or
negative, shall be equal to all of the PIA made to the investment
management fee that RiverSource is entitled to under the terms of the
Advisory Agreement.
COLUMN A COLUMN B
(TINTL PAID ONE-HALF OF PIA) (TINTL PAID ALL OF PIA)
-------------------------------------- ---------------------------------------
Threadneedle Emerging Markets Fund Threadneedle Asia Pacific Fund
Threadneedle Variable Portfolio - Threadneedle Global Extended Alpha Fund
Emerging Markets Fund
Threadneedle European Equity Fund Threadneedle Global Equity Income Fund
Threadneedle Global Equity Fund
Threadneedle International Opportunity
Fund
Threadneedle Variable Portfolio -
International Opportunity Fund
3. For each Fund listed in the table below (consistent with the table in
the Advisory Agreement), the PIA will be determined monthly and will be
based on the percentage difference over a rolling 12-month period between
the performance of one Class A (Class R5 for Threadneedle Asia Pacific
Fund) share of the Fund and the change in the PIA benchmark index that
appears in the prospectus for the Fund (Index). The performance difference
determines the exact adjustment rate. The adjustment rate, computed to five
decimal places, is determined in accordance with the table below, and is
applied against the average daily net assets for the applicable 12-month
rolling period.
THREADNEEDLE ASIA PACIFIC FUND
THREADNEEDLE EMERGING MARKETS FUND
THREADNEEDLE VARIABLE PORTFOLIO - EMERGING MARKETS FUND
THREADNEEDLE EUROPEAN EQUITY FUND
THREADNEEDLE GLOBAL EQUITY FUND
THREADNEEDLE GLOBAL EQUITY INCOME FUND
THREADNEEDLE INTERNATIONAL OPPORTUNITY FUND
THREADNEEDLE VARIABLE PORTFOLIO - INTERNATIONAL OPPORTUNITY FUND
PERFORMANCE
DIFFERENCE ADJUSTMENT RATE
------------- --------------------------------------------------------------------
0.00% - 0.50% 0
0.50% - 1.00% 6 basis points times the performance difference in excess of 0.50%
times 100 (maximum of 3 basis points if a 1% performance
difference) [6bps x (PD - 0.50%) x 100]
1.00% - 2.00% 3 basis points, plus 3 basis points times the performance difference
in excess of 1.00% times 100 (maximum 6 basis points if a 2%
performance difference) [3bps + 3bps(PD - 1.00%) x 100]
THREADNEEDLE ASIA PACIFIC FUND
THREADNEEDLE EMERGING MARKETS FUND
THREADNEEDLE VARIABLE PORTFOLIO - EMERGING MARKETS FUND
THREADNEEDLE EUROPEAN EQUITY FUND
THREADNEEDLE GLOBAL EQUITY FUND
THREADNEEDLE GLOBAL EQUITY INCOME FUND
THREADNEEDLE INTERNATIONAL OPPORTUNITY FUND
THREADNEEDLE VARIABLE PORTFOLIO - INTERNATIONAL OPPORTUNITY FUND
2.00% - 4.00% 6 basis points, plus 2 basis points times the performance difference
in excess of 2.00% times 100 (maximum 10 basis points if a 4%
performance difference) [6 bps + 2bps(PD - 2.00%) x 100]
4.00% - 6.00% 10 basis points, plus 1 basis point times the performance difference
in excess of 4.00% times 100 (maximum 12 basis points if a 6%
performance difference) [10 bps + 1bp(PD - 4.00%) x 100]
6.00% or more 12 basis points
For example, if the performance return of one Class A share of
the Fund is 5.38% and the Index performance is 3.00%, so that the
performance difference is 2.38%, the adjustment rate is 0.000676
[0.0006 (6 basis points) plus 0.0002 (2 basis points) x 0.0038
(the 0.38% performance difference in excess of 2.00%, or 2.38% -
2.00%) x 100]. Rounded to five decimal places, the adjustment
rate is 0.00068.
Fees payable to TINTL will be adjusted up or down in an amount equal
to either: (i) for Threadneedle Asia Pacific Fund and Threadneedle
Global Equity Income Fund, the full amount determined by applying the
adjustment rate to the amounts payable under the Advisory Agreement or
(ii) for Threadneedle Emerging Markets Fund, Threadneedle Variable
Portfolio - Emerging Markets Fund, Threadneedle European Equity Fund,
Threadneedle Global Equity Fund, Threadneedle International
Opportunity Fund, and Threadneedle Variable Portfolio - International
Opportunity Fund, one-half of the amount determined by applying the
adjustment rate to the amount payable under the Advisory Agreement.
The 12-month comparison period rolls over with each succeeding month,
so that it always equals 12-months, ending with the month for which
the performance adjustment is being computed.
TRANSITION PERIOD
The performance incentive adjustment will not be calculated for the
first 6 months from the inception of a Fund. After 6 full calendar
months, the PIA will be determined using the average assets and
performance difference over the first 6 full calendar months, and the
adjustment rate will be applied in full. Each successive month an
additional calendar month will be added to the performance adjustment
computation. After 12 full calendar months, the full rolling 12-month
period will take effect.
4. For Threadneedle Global Extended Alpha Fund, the PIA will be determined
monthly and will be based on the annualized percentage difference over a
rolling 36-month period between the performance of one Class A share of the
Threadneedle
Global Extended Alpha Fund and the change in the PIA benchmark index that
appears in the prospectus for the Threadneedle Global Extended Alpha Fund
(Index). The performance difference determines the exact adjustment rate.
The adjustment rate, computed to five decimal places, is determined in
accordance with the table below, and is applied against the average daily
net assets for the applicable 36-month rolling period.
THREADNEEDLE GLOBAL EXTENDED ALPHA FUND
PERFORMANCE
DIFFERENCE ADJUSTMENT RATE
------------- ----------------------------------------------------------------
0.00% - 1.00% 0
1.00% - 6.00% 10 basis points times the performance difference in excess of
1.00% times 100 (maximum of 50 basis points if a 6% performance
difference) [10bps x (PD - 1.00%) x 100]
6.00% or more 50 basis points
For example, if the performance return of one Class A share of
the Fund is 5.38% and the Index performance is 3.00%, so that the
performance difference is 2.38%, the adjustment rate is 0.00138
[0.0010 (10 basis points) x 0.0138 (the 1.38% performance
difference in excess of 1.00%, or 2.38% - 1.00%) x 100]. Rounded
to five decimal places, the adjustment rate is 0.00138.
Fees payable to TINTL will be adjusted up or down in an amount equal to the
full amount determined by applying the adjustment rate to the amounts
currently payable under the Advisory Agreement.
TRANSITION PERIOD
The PIA will not be calculated for the first 24 months from the
inception of the Fund. After 24 full calendar months, the performance
fee adjustment will be determined using the average assets and
performance difference over the first 24 full calendar months, and the
adjustment rate will be applied in full. Each successive month an
additional calendar month will be added to the performance adjustment
computation. After 36 full calendar months, the full rolling 36-month
period will take effect.
In witness whereof, the parties have caused this Amendment to be executed by
their officers designated below as of this 13th day of July, 2009.
RIVERSOURCE INVESTMENTS, LLC THREADNEEDLE INTERNATIONAL LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Signature Signature
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
Printed Printed
Title: President and Chief Title: Director
Investment Officer Printed Printed
