Exhibit (h)(3)
MASTER PLAN ADMINISTRATION SERVICES AGREEMENT
AMENDED AND RESTATED
MASTER PLAN ADMINISTRATION SERVICES AGREEMENT ("Agreement") dated as of December
1, 2006, amended and restated September 11, 2007, by and among RiverSource
Service Corporation, a Minnesota corporation ("RiverSource Service
Corporation"), and each of the registrants (acting separately on behalf of their
series) identified from time to time on Exhibit A hereto (each a "Fund" and
collectively the "Funds").
WITNESSETH:
WHEREAS, the Funds desire to offer their Class E, Class R2, Class R3, Class R4
and Class Y shares as funding options to retirement plans and to qualified
tuition programs pursuant to Section 529 of the Internal Revenue Code ("529
plans") (retirement plans and 529 plans collectively referred to as "plans");
WHEREAS, plans are typically administered directly by financial institutions,
third party record keepers or administrators ("third party administrators") who
provide certain plan administration services including recordkeeping and
communication/educational services to plan sponsors, plans and plan
participants;
WHEREAS, the Funds desire that these plan administration services be provided by
RiverSource Service Corporation, through third party administrators, to plan
sponsors, plans and plan participants that invest in Class E, Class R2, Class
R3, Class R4 and Class Y shares;
WHEREAS, the Funds recognize that these plan administration services benefit the
plan participants with respect to their investment in the Funds, and therefore
benefit the Funds; and
WHEREAS, in consideration for the rendering of these plan administration
services, the Funds are willing to provide compensation to RiverSource Service
Corporation to pay third party administrators, as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements of the
parties, the parties covenant and agree as follows:
1. PLAN ADMINISTRATION SERVICES. RiverSource Service Corporation shall enter
into agreements with third party administrators to provide the services
specified in Exhibit B, and such other services as are reflected in future
amendments to Exhibit B from time to time (the "Plan Administration
Services").
2. MAINTENANCE OF BOOKS AND RECORDS. RiverSource Service Corporation will
preserve for each Fund all records required to be maintained as prescribed
by the rules and regulations of the Securities and Exchange Commission in
the manner and for the time periods prescribed by such rules. In the event
of termination of this Agreement for any reason, all such records shall be
returned promptly, without charge, to the appropriate Fund, free from any
claim or retention of rights by RiverSource Service Corporation, except
that RiverSource Service Corporation may retain copies of such records.
Plan Administration Services Agreement
Page 2
3. PLAN ADMINISTRATION SERVICES FEE. In consideration for the rendering of the
Plan Administration Services, each Fund shall pay RiverSource Service
Corporation with respect to Class E, Class R2, Class R3, Class R4 and Class
Y shares, on an annual basis, a fee equal to the percentage set forth on
Exhibit C attributable solely to the assets of the Fund's Class E, Class
R2, Class R3, Class R4 and Class Y shares (the "Plan Administration Fee").
In no event shall the Plan Administration Fee be used for the purpose of
distributing or marketing fund shares, including but not limited to
advertising, compensation of underwriters, dealers and sales personnel, the
printing and mailing of prospectuses to other than current account holders
and the printing and mailing of sales literature. The parties to this
Agreement expressly agree that the services provided under this Agreement
do not include, and the amounts payable under this Agreement do not
constitute, compensation for services relating to transfer agency services
for the Funds. The Plan Administration Fee shall be accrued for each
calendar day and the sum of the daily fee accruals shall be paid quarterly
to RiverSource Service Corporation within five (5) calendar days of the
last day of each quarter.
The Board of Directors/Trustees ("Board") of each Fund will, on an annual
basis, review the Plan Administration Services and the Plan Administration
Fee and such other information as such Board may reasonably request.
4. SCOPE OF PLAN ADMINISTRATION SERVICES; REGULATORY AND BUSINESS AND INDUSTRY
PRACTICE DEVELOPMENTS. The Plan Administration Services to be furnished by
RiverSource Service Corporation include only those services described on
Exhibit B. In the event that, because of regulatory developments, or new or
modified business or industry practices, the Funds require services in
addition to the Plan Administration Services, RiverSource Service
Corporation will consider furnishing such additional services, with
compensation for such additional services to be agreed upon with respect to
each such occasion as it arises.
5. NON-EXCLUSIVITY. The services of RiverSource Service Corporation to the
Funds hereunder are not to be deemed exclusive and RiverSource Service
Corporation shall be free to render similar services to others.
6. STANDARD OF CARE. Neither RiverSource Service Corporation or any of its
affiliates, nor directors, officers, stockholders, agents or employees of
RiverSource Service Corporation or any of its affiliates, shall be liable
or responsible to any Fund or its shareholders for any error of judgment,
mistake of law or any loss arising out of any act or omission in the
performance by RiverSource Service Corporation of its duties under this
Agreement, except for liability resulting from willful misfeasance, bad
faith, negligence or reckless disregard by RiverSource Service Corporation
of its obligations and duties under this Agreement.
7. TERM, TERMINATION, AMENDMENT AND ASSIGNMENT. This Agreement shall begin on
the date first written above and shall continue indefinitely. The Agreement
may be
Plan Administration Services Agreement
Page 3
terminated with respect to any Fund at any time, without payment of any
penalty, by the Board which oversees the Fund upon 30 days' written notice
to RiverSource Service Corporation. This Agreement may be terminated by
RiverSource Service Corporation with respect to any Fund at any time upon
30 days' written notice to the Fund. This Agreement may be amended at any
time by a written agreement executed by each party hereto and may be
assigned with respect to any Fund only with the written consent of the Fund
and RiverSource Service Corporation.
8. GOVERNING LAW. The provisions of this Agreement shall be construed and
interpreted in accordance with the domestic substantive laws of the State
of Minnesota, without giving effect to any conflicts or choice of laws rule
or provision that would result in the application of the domestic
substantive laws of any other jurisdiction.
9. SCOPE OF FUND'S OBLIGATIONS. A copy of the Declaration of Trust of each
Fund (or trust of which the Fund is a series) organized as a Massachusetts
business trust (each a "Trust"), is on file with the Secretary of State of
The Commonwealth of Massachusetts. RiverSource Service Corporation
acknowledges that the obligations of or arising out of this Agreement are
not binding upon any of a Trust's trustees, officers, employees, agents or
shareholders individually, but are binding solely upon the assets and
property of the Trust in accordance with its proportionate interest
thereunder. If this Agreement is executed by the Trust on behalf of one or
more series of the Trust, RiverSource Service Corporation further
acknowledges that the assets and liabilities of each series of the Trust
are separate and distinct and that the obligations of or arising out of
this Agreement are binding solely upon the assets or property of the series
on whose behalf the Trust has executed this Agreement. RiverSource Service
Corporation also agrees that obligations of each Fund hereunder shall be
several and not joint, in accordance with its proportionate interest
hereunder, and agrees not to proceed (by way of claim, set-off or
otherwise) against any Fund for the obligations of another Fund.
Plan Administration Services Agreement
Page 4
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 BOND SERIES, INC.
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RIVERSOURCE EQUITY SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RIVERSOURCE HIGH YIELD INCOME SERIES, INC.
RIVERSOURCE INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RIVERSOURCE INTERNATIONAL SERIES, INC.
RIVERSOURCE INVESTMENT SERIES, INC.
RIVERSOURCE LARGE CAP SERIES, INC.
RIVERSOURCE MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RIVERSOURCE MONEY MARKET SERIES, INC.
RIVERSOURCE SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SERIES TRUST
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RIVERSOURCE STRATEGY SERIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
President
RIVERSOURCE SERVICE CORPORATION
By: /s/ Xxx Xxxxxxx-Strong
---------------------------------
Xxx Xxxxxxx-Strong
President
Plan Administration Services Agreement
Page 5
As of 9/11/2007
Each Registrant is a Minnesota corporation except RiverSource California
Tax-Exempt Trust, RiverSource Special Tax-Exempt Series Trust, and RiverSource
Series Trust, which are Massachusetts business trusts:
EXHIBIT A
CLASSES
---------------------------
FUNDS E R2 R3 R4 Y
-------------------------------------------------------- --- --- --- --- ---
RiverSource Bond Series, Inc.
RiverSource Core Bond -- R2 R3 R4 --
RiverSource Floating Rate -- -- -- R4 --
RiverSource Income Opportunities -- -- -- R4 --
RiverSource Inflation Protected Securities -- -- -- R4 --
RiverSource Limited Duration Bond -- -- -- R4 --
RiverSource Dimensions Series, Inc.
RiverSource Disciplined Small and Mid Cap Equity -- -- -- R4 --
RiverSource Disciplined Small Cap Value -- R2 R3 R4 --
RiverSource Diversified Income Series, Inc.
RiverSource Diversified Bond -- R2 R3 R4 --
RiverSource Equity Series, Inc.
RiverSource Mid Cap Growth -- -- -- R4 --
RiverSource Global Series, Inc.
RiverSource Absolute Return Currency and Income -- -- -- R4 --
RiverSource Emerging Markets -- -- -- R4 --
RiverSource Emerging Markets Bond -- -- -- R4 --
RiverSource Global Bond -- -- -- R4 --
RiverSource Global Equity -- R2 R3 R4 --
RiverSource Global Technology -- -- -- R4 --
RiverSource Government Income Series, Inc.
RiverSource Short Duration U.S. Government -- -- -- R4 --
RiverSource U.S. Government Mortgage -- -- -- R4 --
RiverSource High Yield Income Series, Inc.
RiverSource High Yield Bond -- R2 R3 R4 --
RiverSource Income Series, Inc.
RiverSource Income Builder - Basic Income -- -- -- R4 --
RiverSource Income Builder - Moderate Income -- -- -- R4 --
RiverSource Income Builder - Enhanced Income -- -- -- R4 --
RiverSource International Series, Inc.
RiverSource Disciplined International Equity -- -- -- R4 --
RiverSource European Equity -- -- -- R4 --
RiverSource International Opportunity -- R2 R3 R4 --
RiverSource International Managers Series, Inc.
RiverSource International Aggressive Growth -- -- -- R4 --
RiverSource International Equity -- -- -- R4 --
RiverSource International Select Value -- -- -- R4 --
RiverSource International Small Cap -- -- -- R4 --
Plan Administration Services Agreement
Page 6
CLASSES
---------------------------
FUNDS E R2 R3 R4 Y
-------------------------------------------------------- --- --- --- --- ---
RiverSource Investment Series, Inc.
RiverSource Balanced -- -- -- R4 --
RiverSource Disciplined Large Cap Growth -- R2 R3 R4 --
RiverSource Diversified Equity Income -- R2 R3 R4 --
RiverSource Mid Cap Value -- R2 R3 R4 --
RiverSource Large Cap Series, Inc.
RiverSource Disciplined Equity -- R2 R3 R4 --
RiverSource Growth -- R2 R3 R4 --
RiverSource Large Cap Equity -- R2 R3 R4 --
RiverSource Large Cap Value -- R2 R3 R4 --
RiverSource Managers Series, Inc.
RiverSource Aggressive Growth -- R2 R3 R4 --
RiverSource Fundamental Growth -- -- -- R4 --
RiverSource Fundamental Value -- -- -- R4 --
RiverSource Select Value -- -- -- R4 --
RiverSource Small Cap Equity -- -- -- R4 --
RiverSource Small Cap Value -- R2 R3 R4 --
RiverSource Value -- -- -- R4 --
RiverSource Market Advantage Series, Inc.
RiverSource Portfolio Builder - Conservative -- -- -- R4 --
RiverSource Portfolio Builder - Moderate Conservative -- -- -- R4 --
RiverSource Portfolio Builder - Moderate -- -- -- R4 --
RiverSource Portfolio Builder - Moderate Aggressive -- -- -- R4 --
RiverSource Portfolio Builder - Aggressive -- -- -- R4 --
RiverSource Portfolio Builder - Total Equity -- -- -- R4 --
RiverSource S&P 500 Index E -- -- -- --
RiverSource Small Company Index -- -- -- R4 --
RiverSource Money Market Series, Inc.
RiverSource Cash Management -- -- -- -- Y
RiverSource Sector Series, Inc.
RiverSource Dividend Opportunity -- -- -- R4 --
RiverSource Real Estate -- -- -- R4 --
RiverSource Selected Series, Inc.
RiverSource Precious Metals -- -- -- R4 --
RiverSource Series Trust
RiverSource Retirement Plus 2010 -- R2 R3 R4 Y
RiverSource Retirement Plus 2015 -- R2 R3 R4 Y
RiverSource Retirement Plus 2020 -- R2 R3 R4 Y
RiverSource Retirement Plus 2025 -- R2 R3 R4 Y
RiverSource Retirement Plus 2030 -- R2 R3 R4 Y
RiverSource Retirement Plus 2035 -- R2 R3 R4 Y
RiverSource Retirement Plus 2040 -- R2 R3 R4 Y
RiverSource Retirement Plus 2045 -- R2 R3 R4 Y
RiverSource Strategic Allocation Series, Inc.
RiverSource Strategic Allocation -- R2 R3 R4 --
RiverSource Strategy Series, Inc.
RiverSource Equity Value -- R2 R3 R4 --
RiverSource Small Cap Advantage -- R2 R3 R4 --
RiverSource Small Cap Growth -- R2 R3 R4 --
Plan Administration Services Agreement
Page 7
EXHIBIT B
PLAN ADMINISTRATION SERVICES
In exchange for the Plan Administration Fee payable on the share classes of the
Funds, as set forth on Exhibit C, RiverSource Service Corporation shall enter
into agreements with third party administrators to provide Plan Administration
Services that may include, but are not limited to, the following:
Plan Implementation and Conversion Services such as:
Design, provide, prepare or amend plan documents
Collect historical data
Set-up plan on recordkeeping system
Coordinate transfer of assets
Prepare and submit plan Internal Revenue Service filings
Prepare summary plan description and summaries of material modification
Prepare participant enrollment kits
Conduct plan education and enrollment meetings
Recordkeeping Services such as:
Administer participant contributions
Administer employer contributions
Administer participant forfeitures
Administer participant withdrawals
Administer dividends, capital gains and interest payments
Administer investment net asset value fluctuations
Administer investment allocations
Balance or reconcile transactions
Administer vesting schedules
Plan Maintenance Services such as
Review employee and participant data
Conduct or administer discrimination testing
Conduct or administer top heavy testing
Monitor section 402(g) compliance
Monitor section 415 compliance
Prepare or provide data for annual reports and Form 5500s
Conduct compliance consulting
Plan and Participant Reports such as:
Periodic participant statements
Participant activity reports
Periodic plan or trust statements
Plan Administration Services Agreement
Page 8
Administrative Services such as:
Provide distribution options
Provide and administer forms
Administer qualified domestic relations orders
Administer loans
Administer rollovers
Withhold taxes
Prepare and transmit tax forms
Issue checks
Administer asset transfers
Education Activities such as:
Create or make available plan education material
Develop or provide programs designed to increase plan participation
Help participants consider investment/retirement goals
Provide general or customized plan education programs
Provide retirement readiness education material
Provide personalized statements
Support retirement education software, such as Morningstar Clear Future
Offer face to face education seminars
Create or distribute participant educational newsletters
Create or provide plan signage or posters
Plan Sponsor Education Services such as:
Provide plan or investment option information to plan sponsors
Website and Inter-active Voice Response (IVR) System Maintenance Services such
as:
Establish, maintain or improve plan website and IVR systems
Plan Administration Services Agreement
Page 9
As of 12/11/2006
EXHIBIT C
SHARE CLASS FEE
----------- -----
Class E 0.15%
Class R2 0.25%
Class R3 0.25%
Class R4 0.25%
Class Y 0.15%
