SUBADVISORY TRANSFER AGREEMENT
THIS TRANSFER AGREEMENT (the "Agreement"), dated as of October 1,
2005, is by and between Ameriprise Financial, Inc., a corporation organized
under the laws of the State of Delaware (fka American Express Financial
Corporation) (the "Transferor") and investment manager to the Fund(s) listed on
Exhibit A (the "Fund(s)"), RiverSource Investments, LLC, a limited liability
company organized under the laws of the State of Minnesota (fka American Express
Asset Management Group Inc.) (the "Transferee"), and Franklin Portfolio
Associates, LLC, a Massachusetts limited liability company, investment
subadviser to the Fund(s) (the "Subadviser").
WHEREAS, Transferor has entered into the investment management
services agreement(s), as amended, supplemented or revised from time to time
(the "Investment Management Agreement(s)"), with the Fund(s) listed on the
attached Exhibit A, pursuant to which Transferor has provided investment
management services to the Fund(s);
WHEREAS, Transferor has entered into the subadvisory agreement(s)
listed on Exhibit A, as such agreement(s) have been amended, supplemented or
revised from time to time (the "Subadvisory Agreement(s)"), pursuant to which
the Subadviser, subject to supervision by Transferor and the applicable
Fund's(s') Board of Directors, has agreed to manage the investment operations
and composition of all or a portion of such Fund's(s') assets;
WHEREAS, Transferee is a wholly-owned subsidiary of Transferor;
WHEREAS, Transferor is the managing member of Transferee;
WHEREAS, Transferor, as part of a corporate restructuring, has
determined to transfer the Investment Management Agreement(s) to Transferee
pursuant to an investment management services transfer agreement, dated as of
the date hereof, by and between Transferor and Transferee, and Transferee has
agreed to assume the rights and obligations of Transferor under the Investment
Management Agreement(s);
WHEREAS, pursuant to this Agreement, Transferor has further
determined to transfer the Subadvisory Agreement(s) to Transferee, and
Transferee has determined to assume the rights and obligations of Transferor
under the Subadvisory Agreement(s), as set forth herein;
WHEREAS, Transferor has provided a copy of this Agreement, in the
form set forth herein, to each of the Fund(s); and
WHEREAS, the transfer of both the Investment Management
Agreement(s) and the Subadvisory Agreement(s), pursuant to the investment
management services transfer agreement and this Agreement, respectively, will
not result in (a) a change of actual control or management of the investment
adviser to the Fund(s); (b) a material change in the nature or the level of
actual investment management services provided to the Fund(s); or (c) a change
in the investment management personnel who manage the assets of the Fund(s) and,
therefore, is not an assignment for purposes of the Investment Company Act of
1940, as amended, or the Investment Advisers Act of 1940, as amended.
NOW, THEREFORE, for and in consideration of the foregoing and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:
1. Transfer. Effective as of the date of this Agreement,
Transferor hereby assigns and transfers (collectively, the "Transfer") to
Transferee all of Transferor's right, title, benefit, privileges and interest in
and to, and all of Transferor's burdens, obligations and liabilities in
connection with, the Subadvisory Agreement(s), and Subadviser hereby consents to
such Transfer; provided, however, that Transferor is not transferring or
assigning, and shall remain responsible for, all liabilities that Transferor
otherwise would have had but for the Transfer arising out of or otherwise
relating to Transferor's performance under the Subadvisory Agreement(s) prior to
the date of this Agreement. Transferee hereby accepts the Transfer and assumes
and agrees to observe and perform all of the duties, obligations, terms,
provisions and covenants, and to pay and discharge all of the liabilities of
Transferor to be observed, performed, paid or discharged from and after the date
of this Agreement, in connection with the Subadvisory Agreement(s). Except as
provided herein, the Subadvisory Agreement(s) shall have the same force and
effect as if such agreements were executed by and between Transferee and
Subadviser.
2. Prior Notice. Transferor confirms that it has previously
provided notice of the proposed Transfer and a copy of this Agreement to the
Fund(s).
3. Counterparts. This Agreement may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one instrument.
4. Entire Agreement; Amendment. This Agreement sets forth the
entire understanding and agreement between the parties with respect to the
transactions contemplated hereby and supersedes and replaces any prior
understanding, agreement or statement of intent, in each case written or oral,
of any kind and every nature with respect hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the date and year first above
written.
AMERIPRISE FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Managing Director
RIVERSOURCE INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Managing Director
FRANKLIN PORTFOLIO ASSOCIATES, LLC
By: /s/ Xxxx X. Xxxxxx
---------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President
EXHIBIT A
Fund(s) and Subadvisory Agreement(s)
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Registrant Fund Agreement/Amendment
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AXP Partners Series, Inc. RiverSource Small Cap Value Fund Agreement dated March 12, 2004, by and
between Franklin Portolio Associates, LLC
and AEFC.
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AXP Variable Portfolio - Partners RiverSource Variable Portfolio -
Series, Inc. Small Cap Value Fund
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