SUBADVISORY AGREEMENT
Agreement made as of the 29th day of September, 2006 by and between
RiverSource Investments, LLC, a Minnesota limited liability company
("Investment Manager"), and Systematic Financial Management, L.P., an
affiliate of Affiliated Managers Group (AMG), a Delaware limited partnership
("Subadviser").
WHEREAS, the Funds listed in Schedule A is a series of an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act").
WHEREAS, Investment Manager entered into an Investment Management
Services Agreement (the "Advisory Agreement") with the Fund pursuant to which
Investment Manager provides investment advisory services to the Fund.
WHEREAS, Investment Manager and the Fund each desire to retain
Subadviser to provide investment advisory services to the Fund, and Subadviser
is willing to render such investment advisory services.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Subadviser's Duties.
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(a) Portfolio Management. Subject to supervision by Investment
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Manager and the Fund's Board of Directors (the "Board"),
Subadviser shall manage the investment operations and the
composition of that portion of assets of the Fund which is
allocated to Subadviser from time to time by Investment
Manager (which portion may include any or all of the Fund's
assets), including the purchase, retention, and disposition
thereof, in accordance with the Fund's investment
objectives, policies, and restrictions, and subject to the
following understandings:
(i) Investment Decisions. Subadviser shall determine
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from time to time what investments and securities
will be purchased, retained, or sold with respect
to that portion of the Fund allocated to it by
Investment Manager, and what portion of such assets
will be invested or held uninvested as cash.
Subadviser is prohibited from consulting with any
other subadviser of the Fund concerning
transactions of the Fund in securities or other
assets, other than for purposes of complying with
the conditions of Rule 12d3-1(a) or (b) of the 1940
Act. Subadviser will not be responsible for voting
proxies issued by companies held in the Fund.
Subadviser will not be responsible for filing
claims in class action settlements related to
securities currently or previously held by that
portion of the Fund allocated to it by Investment
Manager.
(ii) Investment Limits. In the performance of its duties
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and obligations under this Agreement, Subadviser
shall act in conformity with applicable limits
and requirements, as amended from time to time, as
set forth in the (A) Fund's Prospectus and
Statement of Additional Information ("SAI"); (B)
instructions and directions of Investment Manager
and of the Board; (C) requirements of the 1940 Act,
the Internal Revenue Code of 1986, as amended, as
applicable to the Fund, and all other applicable
federal and state laws and regulations; and (D) the
procedures and standards set forth in, or
established in accordance with, the Advisory
Agreement to the extent communicated to Subadviser.
Subadviser may request that confirmation of any
such instructions be provided in writing.
(iii) Portfolio Transactions.
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(A) Trading. With respect to the securities
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and other investments to be purchased or
sold for the Fund, Subadviser shall place
orders with or through such persons,
brokers, dealers, or futures commission
merchants (including, but not limited to,
broker-dealers that are affiliated with
Investment Manager or Subadviser) selected
by Subadviser; provided, however, that
such orders shall be consistent with the
brokerage policy set forth in the Fund's
Prospectus and SAI, or approved by the
Board; conform with federal securities
laws; and be consistent with seeking best
execution. Within the framework of this
policy, Subadviser may consider the
research, investment information, and
other services provided by, and the
financial responsibility of, brokers,
dealers, or futures commission merchants
who may effect, or be a party to, any such
transaction or other transactions to which
Subadviser's other clients may be a party
in accordance with Section 28(e) of the
Securities Exchange Act of 1934, as
amended.
(B) Aggregation of Trades. On occasions when
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Subadviser deems the purchase or sale of a
security or futures contract to be in the
best interest of the Fund as well as other
clients of Subadviser, Subadviser, to the
extent permitted by applicable laws and
regulations, may, but shall be under no
obligation to, aggregate the securities or
futures contracts to be sold or purchased
in order to seek best execution. In such
event, allocation of the securities or
futures contracts so purchased or sold, as
well as the expenses incurred in the
transaction, will be made by Subadviser in
the manner Subadviser considers to be the
most equitable and consistent with its
fiduciary obligations to the Fund and to
such other clients over time.
(iv) Records and Reports. Subadviser (A) shall maintain
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such books and records as are required based on the
services provided by Subadviser pursuant to this
Agreement under the 1940 Act and as are necessary
for Subadviser to meet its record keeping
obligations generally set forth under Section 31
and related rules thereunder, (B) shall render to
the Board such
periodic and special reports as the Board or
Investment Manager may reasonably request in
writing, and (C) shall meet with any persons at the
request of Investment Manager or the Board for the
purpose of reviewing Subadviser's performance under
this Agreement at reasonable times and upon
reasonable advance written notice.
(v) Transaction Reports. Subadviser shall provide the
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Fund's custodian on each business day with
information relating to all transactions concerning
the Fund's assets and shall provide Investment
Manager with such information upon Investment
Manager's request.
(b) Compliance Program and Ongoing Certification(s). As
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requested, Subadviser shall timely provide to Investment
Manager (i) information and commentary for the Fund's annual
and semi-annual reports, in a format approved by Investment
Manager, and shall (A) certify that such information and
commentary does not contain any untrue statement of a
material fact or omit to state a material fact necessary to
make the information and commentary not misleading, in a
format reasonably acceptable to both Subadviser and
Investment Manager, as it may be amended from time to time,
and (B) provide (i) additional certifications related to
Subadviser's management of the Fund in order to support the
Fund's filings on Form N-CSR and Form N-Q, and the Fund's
Principal Executive Officer's and Principal Financial
Officer's certifications under Rule 30a-2 of the 1940 Act,
thereon; in a format reasonably acceptable to both
Subadviser and Investment Manager, as it may be amended from
time to time, (ii) a quarterly sub-certification with
respect to compliance matters related to Subadviser and the
Subadviser's management of the Fund, in a format reasonably
requested by Investment Manager, as it may be amended from
time to time; and (iii) an annual certification from the
Subadviser's Chief Compliance Officer, appointed under Rule
206(4)-7 of the Investment Advisers Act of 1940 (the
"Advisers Act"), or his or her designee with respect to the
design and operation of Subadviser's compliance program, in
a format reasonably acceptable to both Subadviser and
Investment Manager, as it may be amended from time to time.
(c) Maintenance of Records. Subadviser shall timely furnish to
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Investment Manager all information relating to Subadviser's
services hereunder which are needed by Investment Manager to
maintain the books and records of the Fund required under
the 1940 Act. Subadviser shall maintain for the Fund the
records required by paragraphs (b)(5), (b)(6), (b)(7),
(b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act and
any additional records as agreed upon by Subadviser and
Investment Manager. Subadviser agrees that all records which
it maintains for the Fund are the property of the Fund and
Subadviser will surrender promptly to the Fund any of such
records upon the Fund's request; provided, however, that
Subadviser may retain a copy of such records. Subadviser
further agrees to preserve for the periods prescribed under
the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.
(d) Insurance and Code of Ethics. Upon request Subadviser will
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provide the Fund with reasonable evidence that, with respect
to its activities on behalf of the Fund, Subadviser is
maintaining (i) adequate errors and omissions insurance and
(ii) an appropriate Code of Ethics and related reporting
procedures.
(e) Confidentiality. Subadviser agrees that it shall exercise
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the same standard of care that it uses to protect its own
confidential and proprietary information, but no less than
reasonable care, to protect the confidentiality of the
Portfolio Information. As used herein "Portfolio
Information" means confidential and proprietary information
with regard to the portfolio holdings and characteristics of
the portion of the Fund allocated to Subadviser, that
Subadviser manages under the terms of this Agreement.
Subadviser will restrict access to the Portfolio Information
to those employees of Subadviser who will use it only for
the purpose of managing its portion of the Fund. The
foregoing shall not prevent Subadviser from disclosing
Portfolio Information that is (1) publicly known or becomes
publicly known through no unauthorized act, (2) rightfully
received from a third party without obligation of
confidentiality, (3) approved in writing by Investment
Manager for disclosure, or (4) required to be disclosed
pursuant to a requirement of a governmental agency or law so
long as Subadviser provides (to the extent permitted under
applicable law) Investment Manager with prompt written
notice of such requirement prior to any such disclosure.
2. Investment Manager's Duties. Investment Manager shall continue to
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have responsibility for all other services to be provided to the Fund
pursuant to the Advisory Agreement and shall oversee and review
Subadviser's performance of its duties under this Agreement.
Investment Manager shall also retain direct portfolio management
responsibility with respect to any assets of the Fund which are not
allocated by it to the portfolio management of Subadviser as provided
in paragraph 1(a) hereof or to any other subadviser. Investment
Manager will periodically provide to Subadviser a list of the
affiliates of Investment Manager or the Fund to which investment
restrictions apply, and will specifically identify in writing (a) all
publicly traded companies in which the Fund may not invest, together
with ticker symbols for all such companies (Subadviser will assume
that any company name not accompanied by a ticker symbol is not a
publicly traded company), and (b) any affiliated brokers and any
restrictions that apply to the use of those brokers by the Fund. With
respect to any confidential information of Subadviser (including
without limitation any portfolio holdings information, buy/sell
decisions, investment methods, models or related materials, and the
like), Investment Manager agrees that it shall exercise the same
standard of care that it uses to protect its own confidential and
proprietary information, but no less than reasonable care, to protect
the confidentiality of such information, all in accordance with the
standards specified in Section 1(e).
The Investment Manager shall provide file transfer software to the
Subadviser. The purpose of this software is to facilitate the
transfer of electronic files of transaction and holdings data from
the Subadviser to the Fund's custodian. The cost of this software
will be borne by the Investment Manager. In addition, the Investment
Manager will provide
notice to the Subadviser on a daily basis of the reconciliation of
the securities positions sent to the Investment Manager via file
transfer software and the related positions on the records of the
Investment Manager.
3. Documents Provided to Subadviser. Investment Manager has delivered or
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will deliver to Subadviser current copies and supplements thereto of
each of the Prospectus and SAI pertaining to the Fund, and will
promptly deliver to it all future amendments and supplements, if any.
4. Compensation of Subadviser. For the services provided and the
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expenses assumed pursuant to this Agreement, Investment Manager will
pay to Subadviser, effective from the date of this Agreement, a fee
which shall be accrued daily and paid monthly, on or before the last
business day of the next succeeding calendar month, from the Fund's
assets at the annual rates as a percentage of the Fund's average
daily net assets set forth in the attached Schedule A which Schedule
can be modified from time to time upon mutual agreement of the
parties to reflect changes in annual rates, subject to appropriate
approvals required by the 1940 Act, if any. If this Agreement becomes
effective or terminates before the end of any month, the fee for the
period from the effective date to the end of the month or from the
beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion that such month
bears to the full month in which such effectiveness or termination
occurs.
5. Liability of Subadviser. Subadviser agrees to perform faithfully the
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services required to be rendered to the Fund under this Agreement,
but nothing herein contained shall make Subadviser or any of its
officers, partners, or employees liable for any loss sustained by the
Fund or its officers, directors, or shareholders, Investment Manager,
or any other person on account of the services which Subadviser may
render or fail to render under this Agreement; provided, however,
that nothing herein shall protect Subadviser against liability to the
Fund or to any of its shareholders, to which Subadviser would
otherwise be subject, by reason of its willful misfeasance, bad
faith, or negligence in the performance of its duties, or by reason
of its reckless disregard of its obligations and duties under this
Agreement. Nothing in this Agreement shall protect Subadviser from
any liabilities, which it may have under the Securities Act of 1933,
as amended, (the "1933 Act") or the 1940 Act. Subadviser does not
warrant that the portion of the assets of the Fund managed by
Subadviser will achieve any particular rate of return or that its
performance will match any benchmark index or other standard or
objective.
6. Representations of Subadviser. Subadviser represents and warrants as
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follows:
(a) Subadviser (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for
so long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement;
(iii) has appointed a Chief Compliance Officer under Rule
206(4)-7 of the Advisers Act; (iv) as of October 5, 2004,
has adopted written policies and procedures that are
reasonably designed to prevent violations of the Advisers
Act from occurring, detect violations that have
occurred, correct promptly any violations that have
occurred, and will provide promptly notice of any material
violations relating to the Fund to Investment Manager; (v)
has met and will seek to continue to meet for so long as
this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory
agency necessary to be met in order to perform the services
contemplated by this Agreement; (vi) has the authority to
enter into and perform the services contemplated by this
Agreement; and (vii) will promptly notify Investment Manager
of the occurrence of any event that would disqualify
Subadviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act
or otherwise.
(b) Subadviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and
upon request will provide Investment Manager with a copy of
the code of ethics. Within 60 days of the end of the last
calendar quarter of each year that this Agreement is in
effect, a duly authorized officer of Subadviser shall
certify to Investment Manager that Subadviser has complied
with the requirements of Rule 17j-1 during the previous year
and that there has been no material violation of
Subadviser's code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to
such violation.
(c) Subadviser has provided Investment Manager with, and
Investment Manager hereby acknowledges receipt of, a copy of
Subadviser's Form ADV Part II, which as of the date of this
Agreement is its Form ADV Part II as most recently deemed to
be filed with the Securities and Exchange Commission
("SEC"), and Subadviser agrees to promptly furnish a copy of
all amendments to Investment Manager at least annually.
(d) Subadviser will promptly notify Investment Manager of any
material changes in the Controlling Shareholders/Managing
Partners or in the key personnel who are either the
portfolio manager(s) responsible for the Fund or the
Subadviser's Chief Executive Officer or President, or if
there is otherwise an actual or expected change in control
or management of Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates
will in any way refer directly or indirectly to its
relationship with the Fund or Investment Manager, or any of
their respective affiliates in offering, marketing, or other
promotional materials without the prior written consent of
Investment Manager; provided that Subadviser shall not be
required to obtain Investement Manager's prior written
consent to make factual statements regarding the fact that
it serves as subadviser to the Fund in responding to
requests for information, as part of a representative client
list, in required disclosures or in responding to regulatory
inquiries.
7. Representations of Investment Manager. Investment Manager represents
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and warrants as follows:
(a) Investment Manager (i) is registered as an investment
adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect;
(ii) is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by this Agreement,
(iii) has met and will seek to continue to meet for so long
as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory
agency necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this
Agreement; and (v) will promptly notify Subadviser of the
occurrence of any event that would disqualify Investment
Manager from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act
or otherwise.
(b) Investment Manager agrees that neither it nor any of its
affiliates will in any way refer directly or indirectly to
its relationship with Subadviser, or any of its affiliates
in offering, marketing, or other promotional materials
without the prior written consent of Subadviser; provided
that Investment Manager shall not be required to obtain
Subadviser's prior written consent to make factual
statements regarding the fact that Subadviser serves as
subadviser to the Fund in responding to requests for
information, in required disclosures or in responding to
regulatory inquiries.
8. Liability and Indemnification.
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(a) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Subadviser, any of its
affiliates and any of the officers, partners, employees,
consultants, or agents thereof shall not be liable for any
losses, claims, damages, liabilities, or litigation
(including legal and other expenses) incurred or suffered by
the Fund, Investment Manager, or any of its affiliated
persons thereof (within the meaning of Section 2(a)(3) of
the 0000 Xxx) or controlling persons thereof (as described
in Section 15 of the 1933 Act) (collectively, "Fund and
Investment Manager Indemnitees") as a result of any error of
judgment or mistake of law by Subadviser with respect to the
Fund, except that nothing in this Agreement shall operate or
purport to operate in any way to exculpate, waive, or limit
the liability of Subadviser for, and Subadviser shall
indemnify and hold harmless the Investment Manager
Indemnitees against any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and
other expenses) to which any of the Investment Manager
Indemnitees may become subject under the 1933 Act, the 1940
Act, the Advisers Act, or under any other statute, at common
law, or otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard, or negligence of
Subadviser in the performance of any of its duties or
obligations hereunder; (ii) any knowingly untrue statement
of a material fact regarding the Subadviser contained in the
Prospectus and SAI, proxy materials, reports,
advertisements, sales literature, or other materials
pertaining to the Fund or the material omission to state
therein a material fact regarding the Subadviser known to
Subadviser which was required to be stated therein or
necessary to make the statements therein not misleading, if
such
statement or omission was made in reliance upon written
information furnished to Investment Manager or the Fund by
the Subadviser Indemnitees (as defined below) for use
therein; or (iii) any violation of federal or state statutes
or regulations by Subadviser. It is further understood and
agreed that Subadviser may rely upon information furnished
to it by Investment Manager that it reasonably believes to
be accurate and reliable. The federal securities laws impose
liabilities in certain circumstances on persons who act in
good faith, and therefore nothing herein shall in any way
constitute a waiver of limitation of any rights which
Investment Manager may have under any securities laws.
(b) Except as may otherwise be provided by the 1940 Act or any
other federal securities law, Investment Manager and the
Fund shall not be liable for any losses, claims, damages,
liabilities, or litigation (including legal and other
expenses) incurred or suffered by Subadviser or any of its
affiliated persons thereof (within the meaning of Section
2(a)(3) of the 0000 Xxx) or controlling persons (as
described in Section 15 of the 1933 Act) (collectively,
"Subadviser Indemnitees") as a result of any error of
judgment or mistake of law by Investment Manager with
respect to the Fund, except that nothing in this Agreement
shall operate or purport to operate in any way to exculpate,
waive, or limit the liability of Investment Manager for, and
Investment Manager shall indemnify and hold harmless the
Subadviser Indemnitees against any and all losses, claims,
damages, liabilities, or litigation (including reasonable
legal and other expenses) to which any of the Subadviser
Indemnitees may become subject under the 1933 Act, the 1940
Act, the Advisers Act, or under any other statute, at common
law, or otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard, or negligence of
Investment Manager in the performance of any of its duties
or obligations hereunder; (ii) any knowingly untrue
statement of a material fact contained in the Prospectus and
SAI, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the Fund or the
omission to state therein a material fact known to
Investment Manager which was required to be stated therein
or necessary to make the statements therein not misleading,
unless such statement or material omission concerned the
subadviser and was made in reliance upon written information
furnished to Investment Manager or the Fund by a Subadviser
Indemnitee for use therein, or (iii) any violation of
federal or state statutes or regulations by Investment
Manager or the Fund.
(c) After receipt by Investment Manager or Subadviser, its
affiliates, or any officer, director, employee, or agent of
any of the foregoing, entitled to indemnification as stated
in (a) or (b) above ("Indemnified Party") of notice of the
commencement of any action, if a claim in respect thereof is
to be made against any person obligated to provide
indemnification under this section ("Indemnifying Party"),
such Indemnified Party shall notify the Indemnifying Party
in writing of the commencement thereof as soon as
practicable after the summons or other first written
notification giving information of the nature of the claim
that has been served upon the Indemnified Party; provided
that the failure to so notify the
Indemnifying Party will not relieve the Indemnifying Party
from any liability under this section, except to the extent
that the omission results in a failure of actual notice to
the Indemnifying Party and such Indemnifying Party is
damaged solely as a result of the failure to give such
notice. The Indemnifying Party, upon the request of the
Indemnified Party, shall retain counsel satisfactory to the
Indemnified Party to represent the Indemnified Party in the
proceeding, and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding,
any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party unless (1) the
Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel, or (2) the
named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Party and
the Indemnified Party and representation by both parties by
the same counsel would be inappropriate due to actual or
potential differing interests between them. The Indemnifying
Party shall not be liable for any settlement of any
proceeding effected without its written consent, which
consent shall not be unreasonably withheld, but if settled
with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the
Indemnified Party from and against any loss or liability by
reason of such settlement or judgment.
9. Duration and Termination.
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(a) Unless sooner terminated as provided herein, this Agreement
shall continue in effect for a period of more than two years
from the date written above only so long as such continuance
is specifically approved at least annually in conformity
with the requirements of the 1940 Act. Thereafter, if not
terminated, this Agreement shall continue automatically for
successive periods of 12 months each, provided that such
continuance is specifically approved at least annually (i)
by a vote of a majority of the Board members who are not
parties to this Agreement or interested persons (as defined
in the 0000 Xxx) of any such party, and (ii) by the Board or
by a vote of the holders of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund.
(b) Notwithstanding the foregoing, this Agreement may be
terminated at any time, without the payment of any penalty,
by the Board or by vote of a majority of the outstanding
voting securities (as defined in the 0000 Xxx) of the Fund
on 60 days' written notice to Subadviser. This Agreement may
also be terminated, without the payment of any penalty, by
Investment Manager (i) upon 60 days' written notice to
Subadviser; (ii) upon material breach by Subadviser of any
representations and warranties set forth in this Agreement,
if such breach has not been cured within 20 days after
written notice of such breach; or (iii) immediately if, in
the reasonable judgment of Investment Manager, Subadviser
becomes unable to discharge its duties and obligations under
this Agreement, including circumstances such as the
insolvency of Subadviser or other circumstances that could
materially adversely affect the Fund. Subadviser may
terminate this
Agreement at any time, without payment of any penalty, (1)
upon 60 days' written notice to Investment Manager; or (2)
upon material breach by Investment Manager of any
representations and warranties set forth in the Agreement,
if such breach has not been cured within 20 days after
written notice of such breach. This Agreement shall
terminate automatically in the event of its assignment (as
defined in the 0000 Xxx) or upon the termination of the
Advisory Agreement.
(c) In the event of termination of the Agreement, those
paragraphs of the Agreement which govern conduct of the
parties' future interactions with respect to the Subadviser
having provided investment management services to the
Fund(s) for the duration of the Agreement, including, but
not limited to, paragraphs 1(a)(iv)(A), 1(d), 1(e), 5, 8(a),
8(b), 8(c), 15, 17, and 18, shall survive such termination
of the Agreement.
10. Subadviser's Services Are Not Exclusive. Nothing in this Agreement
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shall limit or restrict the right of Subadviser or any of its
partners, officers, or employees to engage in any other business or
to devote his or her time and attention in part to the management or
other aspects of any business, whether of a similar or a dissimilar
nature, or limit or restrict Subadviser's right to engage in any
other business or to render services of any kind to any other mutual
fund, corporation, firm, individual, or association.
11. References to Subadviser. During the term of this Agreement,
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Investment Manager agrees to furnish to Subadviser at its principal
office all prospectuses, proxy statements, reports to shareholders,
sales literature, or other material prepared for distribution to
sales personnel, shareholders of the Fund or the public, which refer
to Subadviser or its clients in any way, prior to use thereof and not
to use such material if Subadviser reasonably objects in writing five
business days (or such other time as may be mutually agreed upon)
after receipt thereof. Sales literature may be furnished to
Subadviser hereunder by first-class or overnight mail, electronic or
facsimile transmission, or hand delivery.
12. Notices. Any notice under this Agreement must be given in writing as
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provided below or to another address as either party may designate in
writing to the other.
Subadviser:
Xxxxx X. Xxxxxx
Chief Operating Officer
Systematic Financial Management, L.P.
300 Xxxxx X. Xxxx Xxxxxxxxx
Xxxxxxxxxx Xxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Investment Manager:
Xxx X. Xxxxxxx
Vice President, Funds Operations and Compliance
Ameriprise Financial
0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
with a copy to:
Xxxxxxxxxxx X. Xxxxxxxx
Vice President and Group Counsel
Ameriprise Financial
00000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
13. Amendments. This Agreement may be amended by mutual consent, subject
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to approval by the Board and the Fund's shareholders to the extent
required by the 1940 Act.
14. Assignment. No assignment of this Agreement (as defined in the 1940
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Act) shall be made by Investment Manager or Subadviser without the
prior written consent of the Fund and Investment Manager or
Subadviser (as applicable). Notwithstanding the foregoing, no
assignment shall be deemed to result from any changes in the
directors, officers, or employees of Investment Manager or Subadviser
except as may be provided to the contrary in the 1940 Act or the
rules and regulations thereunder.
15. Governing Law. This Agreement, and, in the event of termination of
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the Agreement, those paragraphs that survive such termination of the
Agreement under paragraph 9, shall be governed by the laws of the
State of Minnesota, without giving effect to the conflicts of laws
principles thereof, or any applicable provisions of the 1940 Act. To
the extent that the laws of the State of Minnesota, or any of the
provision of this Agreement, conflict with applicable provisions of
the 1940 Act, the latter shall control.
16. Entire Agreement. This Agreement embodies the entire agreement and
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understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
17. Severability. Should any part of this Agreement be held invalid by a
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court decision, statute, rule, or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement and, in the
event of termination of the Agreement, those paragraphs that survive
such termination of the Agreement under paragraph 9, shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors.
18. Interpretation. Any questions of interpretation of any term or
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provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by
reference to such term or provision in the 1940 Act and to
interpretation thereof, if any, by the federal courts or, in the
absence of any controlling
decision of any such court, by rules, regulations, or orders of the
SEC validly issued pursuant to the 1940 Act. Where the effect of a
requirement of the 1940 Act reflected in any provision of this
Agreement is altered by a rule, regulation, or order of the SEC,
whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation, or order.
19. Headings. The headings in this Agreement are intended solely as a
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convenience and are not intended to modify any other provision
herein.
20. Authorization. Each of the parties represents and warrants that the
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execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized
by all necessary corporate action by such party and when so executed
and delivered, this Agreement will be the valid and binding
obligation of such party in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
RIVERSOURCE INVESTMENTS, LLC SYSTEMATIC FINANCIAL MANAGEMENT, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------------------- -------------------------------
Signature Signature
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxx
-------------------------------- -------------------------------
Printed Printed
President, Chairman of the Board
Title: and Chief Investment Officer Title: Chief Operating Officer
-------------------------------- -------------------------------
SUBADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be
calculated in accordance with the following schedule:
For the combined assets of:
RiverSource Select Value Fund, a series of RiverSource Managers
Series, Inc.
RiverSource Variable Portfolio-Select Value Fund, a series of RiverSource
Variable Portfolio-Managers Series, Inc.
Average Daily Net Assets* Annual Fee Rate Breakpoints
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First $50 million 50 basis points
Next $50 million 40 basis points
Next $150 million 35 basis points
Over $250 million 30 basis points
*When average daily net assets exceed the first breakpoint, multiple rates
will apply, resulting in a blended rate, e.g. if average daily net assets are
$75 million, a rate of 50 basis points would apply to $50 million and a rate
of 40 basis points would apply to $25 million.
The rates set forth above apply to average daily net assets that are subject
to the Subadviser's investment discretion in the Funds referenced above.
Date: September 29, 2006
