SUBADVISORY AGREEMENT
Agreement made as of the 24th day of April, 2006 by and between
RiverSource Investments, LLC a Minnesota limited liability company
("Investment Manager"), and River Road Asset Management, LLC, a Delaware
limited liability company ("Subadviser").
WHEREAS the Fund 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 as a value-style
investment manager, 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 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 from time
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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 and
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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.
(iii) Portfolio Transactions.
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(A) Trading. With respect to the securities and other
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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. To
the extent permitted by law, and consistent with its
obligation to seek best execution, the Subadviser
may execute transactions or pay a broker-dealer a
commission or markup in excess of that which another
broker-dealer might have charged for executing a
transaction provided that the Subadviser determines,
in good faith, that the execution is appropriate or
the commission or markup is reasonable in relation
to the value of the brokerage and/or research
services provided, viewed in terms of either that
particular transaction or the Subadviser's overall
responsibilities with respect to the Fund and other
clients for which it acts as subadviser.
(B) Aggregation of Trades. On occasions when Subadviser
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deems the purchase or sale of an investment 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
investment to be sold or purchased in order to seek
best execution. In such event, allocation of the
investment 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.
(iv) Records and Reports. Subadviser (A) shall maintain such
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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 Investment Manager
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 Fund's
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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 requested,
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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, and (B) provide 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; (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 requested by Investment Manager.
(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) Fidelity Bond and Code of Ethics. Subadviser will provide the Fund
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with reasonable evidence that, with respect to its activities on
behalf of the Fund, Subadviser is maintaining (i) adequate
fidelity bond insurance and (ii) an appropriate Code of Ethics and
related reporting procedures.
(e) Confidentiality. Subadviser agrees that it shall exercise the same
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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 Investment Manager with prompt written
notice of such requirement prior to any such disclosure.
2. Investment Manager's Duties. Investment Manager shall continue to have
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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.
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 expenses
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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 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 a copy of its 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 promptly will
furnish a copy of all amendments to Investment Manager at least
annually.
(d) Subadviser will promptly notify Investment Manager of any 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.
7. Representations of Investment Manager. Investment Manager represents and
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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.
(c) The Fund operates under an order from the Securities and Exchange
Commission that permits Investment Manager, subject to the
approval of the Fund's Board of Directors, to enter into
subadvisory agreements for the Fund without first obtaining
shareholder approval. The Investment Manager obtained approval to
enter into this Agreement with Subadviser on April 13, 2006.
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 of
Subadviser or any of its affiliates 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 (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, "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 to the extent 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 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 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 this
Agreement, or 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 to the extent 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 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 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 this
Agreement, or of federal or state statutes or regulations by
Investment Manager or the Fund. 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 Subadviser may have under
any securities laws.
(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 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 shall
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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, Investment
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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:
R. Xxxxxx Xxxx
President
River Road Asset Management, LLC
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxxx, CPA, CFA
COO & CCO
River Road Asset Management, LLC
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 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 to
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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 0000 Xxx)
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shall be made by Investment Manager without the prior written consent of
the Fund and Investment Manager. 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 the
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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. Any claim or
action brought by one of the parties hereto in connection with this
Agreement shall be brought in the appropriate Federal or State court
located in Hennepin County, Minnesota, and the parties hereto
irrevocably consent to the exclusive jurisdiction of such court. 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 provision
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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 RIVER ROAD ASSET MANAGEMENT, LLC
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By: /s/ Xxxxx X. Xxxxx By: /s/ R. Xxxxxx Xxxx
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Signature Signature
Name: Xxxxx X. Xxxxx Name: R. Xxxxxx Xxxx
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Printed Printed
Title: Senior Vice President Title: President
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SUBADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be
calculated in accordance with the following schedule:
Average Daily Net Assets Rate
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On all assets 50 bp
The rates set forth above apply to average daily net assets that are subject
to the Subadviser's investment discretion in the following fund:
RiverSource Variable Portfolio-Small Cap Value Fund, a series of
RiverSource Variable Portfolio-Managers Series, Inc.
Date: April 24, 2006
