TRANSFER AGENCY AND SERVICING AGREEMENT
AMENDED AND RESTATED
This Transfer Agency and Servicing Agreement ("Agreement"), dated as of May 1,
2006, is by and between RiverSource Service Corporation ("Transfer Agent"), a
Minnesota corporation, and each of the Corporations ("Registrants") listed in
Schedule A, each on behalf of their underlying series (the terms "Fund" or
"Funds" are used to refer to either the Registrants or the underlying series
as context requires). The Fund and the Transfer Agent are collectively
referred to as the "parties."
In consideration of the mutual promises set forth below, the Fund and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Fund hereby appoints the
Transfer Agent, as transfer agent for its shares ("shares") and as
shareholder servicing agent for the Fund, and the Transfer Agent
accepts such appointment and agrees to perform the duties set forth
below. It is understood that all shares will be owned by insurance
companies ("Insurance Companies") and held in accounts for the
benefit of owners of variable life insurance policies or annuity
contracts and that these insurance companies will be solely
responsible for the administration of these policies and contracts.
2. Compensation.
(a) The Fund will compensate the Transfer Agent for the
performance of its obligations under this Agreement a fee,
accrued daily and payable monthly, which shall be equal to
0.06% (6 basis points) of the average daily net assets of
the Fund. The fee provided for hereunder shall be paid in
cash by the Fund to the Transfer Agent within five (5)
business days after the last day of each period. The fee
does not include out-of-pocket disbursements of the Transfer
Agent for which the Transfer Agent shall be entitled to xxxx
the Fund separately.
(b) Any compensation jointly agreed to hereunder may be adjusted
from time to time by written agreement of the parties.
(c) Out-of-pocket disbursements shall include, but shall not be
limited to, the items specified in Schedule B. Reimbursement
by the Fund for expenses incurred by the Transfer Agent in
any month shall be made as soon as practicable after the
receipt of an itemized xxxx from the Transfer Agent.
(d) The Transfer Agent may hire affiliated and unaffiliated
Insurance Companies, or other third parties, to perform
services under this Agreement with the understanding that
there shall be no diminution in the quality or level of the
services and that the Transfer Agent remains fully
responsible for the services.
Except for out-of-pocket expenses identified in Schedule B,
the Transfer Agent shall bear the cost of subcontracting
such services, unless otherwise agreed by the parties.
3. Documents. The Fund will furnish from time to time such certificates,
documents or opinions as the Transfer Agent deems to be appropriate
or necessary for the proper performance of its duties.
4. Representations of the Fund and the Transfer Agent.
(a) The Fund represents to the Transfer Agent that all
outstanding shares are validly issued, fully paid and
non-assessable by the Fund. When shares are hereafter issued
in
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accordance with the terms of the Fund's organizational
documents, such shares shall be validly issued, fully paid
and non-assessable by the Fund.
(b) The Transfer Agent represents that it is registered under
Section 17A(c) of the Securities Exchange Act of 1934. The
Transfer Agent agrees to maintain the necessary facilities,
equipment and personnel to perform its duties and
obligations under this Agreement and to comply with all
applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible
for providing or ensuring that the following services are provided:
(a) Sale and Redemption of Fund Shares. On receipt of investment
payments or redemption instructions from Insurance
Companies, the Transfer Agent will process the payment or
redemption, confirm all transactions, and prepare and
maintain all reports and records to assure the safekeeping
of the Fund's assets. All shares shall be held in book entry
form, and no certificate shall be issued except as has been
previously issued.
(b) Right to Seek Assurance for Redemption of Fund Shares. The
Transfer Agent may refuse to redeem shares of the Fund until
it is satisfied that the requested transaction or action is
legally authorized or until it is satisfied that there is no
basis for any claims adverse to the transaction or action.
It may rely on the provisions of the Uniform Act for the
Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code. The Fund shall indemnify the
Transfer Agent for any act done or omitted to be done in
reliance on such laws or for refusing to transfer, exchange
or redeem shares or taking any requested action if it acts
on a good faith belief that the transaction or action is
illegal or unauthorized.
(c) Required Records. The Transfer Agent shall maintain all
accounts, which shall contain all required tax, legally
imposed and regulatory information; shall provide and file
with federal and state agencies, all required tax and other
reports; and shall create and maintain all records in
accordance with all applicable laws, rules and regulations,
including, but not limited to, the records required by
Section 31(a) of the Investment Company Act of 1940, as
amended.
(d) The Transfer Agent shall respond to all valid inquiries
related to its duties under this Agreement.
(e) Dividends and Distributions. The Transfer Agent shall
prepare and present the necessary report to the Fund's
custodian regarding processing of income dividends and
capital gains distributions.
(f) Confirmations and Statements. The Transfer Agent shall
confirm each transaction as may be required.
(g) Reports to Fund. The Transfer Agent will provide reports
pertaining to the services provided under this Agreement as
the Fund may request to ascertain the quality and level of
services being provided or as required by law.
(h) Delivery of Required Documents. Transfer Agent shall deliver
or cause to be delivered all required Fund prospectuses,
annual reports, semiannual reports, statements of additional
information (upon request), proxies and other communications
to shareholders
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and variable account contract owners and policy holders, and
shall cause proxies to be tabulated.
(i) Contract owner services. Transfer Agent shall provide or
cause to be provided services to variable account contract
owners and policy holders, which may include processing
purchases, redemptions and exchanges of units representing
interest in Fund shares, including confirming such
transactions, and other services related to variable account
contract owners and policy holders' ownership of interest in
the Funds.
6. Ownership and Confidentiality of Records.
(a) General. The Transfer Agent agrees that all records prepared
or maintained by it relating to the services to be performed
by it under the terms of this Agreement are the property of
the Fund and may be inspected by the Fund or any person
retained by the Fund at reasonable times. The Fund and
Transfer Agent agree to protect the confidentiality of those
records.
(b) Regulation S-P.
(1) In accordance with Regulation S-P of the Securities
and Exchange Commission, "Nonpublic Personal
Information" includes: (1) all personally
identifiable financial information; (2) any list,
description, or other grouping of consumers (and
publicly available information pertaining to them)
that is derived using any personally identifiable
financial information that is not publicly
available information; and (3) any information
derived therefrom.
(2) The Transfer Agent must not use or disclose
Nonpublic Personal Information for any purpose
other than to carry out the purpose for which
Nonpublic Personal Information was provided to the
Transfer Agent as set forth in this Agreement, and
agrees to cause the Transfer Agent, and its
employees, agents, representatives, or any other
party to whom the Transfer Agent may provide access
to or disclose Nonpublic Personal Information to
limit the use and disclosure of Nonpublic Personal
Information to that purpose.
(3) The Transfer Agent agrees to implement appropriate
measures designed to ensure the security and
confidentiality of Nonpublic Personal Information,
to protect such information against any anticipated
threats or hazards to the security or integrity of
such information, and to protect against
unauthorized access to, or use of, Nonpublic
Personal Information that could result in
substantial harm or inconvenience to any customer
of the Funds; the Transfer Agent further agrees to
cause all its agents, representatives,
subcontractors, or any other party to whom the
Transfer Agent may provide access to, or disclose,
Nonpublic Personal Information to implement
appropriate measures designed to meet the
objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section
6(b), the Transfer Agent agrees to indemnify and
hold harmless the Fund and any officer or director
of the Board of the Fund ("Board member") against
losses, claims, damages, expenses, or liabilities
to which the Fund, or any officer or Board member
of the Fund, may become subject as the result of:
(1) a material breach of the provisions of this
section of the Agreement, or (2) any acts or
omissions of the Transfer Agent, or
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of any of its officers, directors, employees, or
agents, that are not in substantial accordance with
this Agreement, including, but not limited to, any
violation of any federal statute or regulation.
Notwithstanding the foregoing, no party shall be
entitled to indemnification pursuant to this
Section 6(b)(4) if such loss, claim, damage,
expense, or liability is due to the willful
misfeasance, bad faith, gross negligence, or
reckless disregard of duty by the party seeking
indemnification.
7. Action by Board and Opinion of Counsel. The Transfer Agent may rely
on resolutions of the Board or the Executive Committee of the Board
or on opinion of counsel for the Fund.
8. Duty of Care. It is understood and agreed that, in furnishing the
Fund with the services as herein provided, neither the Transfer
Agent, nor any officer, director or agent thereof shall be held
liable for any loss arising out of or in connection with their
actions under this Agreement so long as they act in good faith and
with due diligence, and are not negligent or guilty of any willful
misconduct. It is further understood and agreed that the Transfer
Agent may rely upon information furnished to it reasonably believed
to be accurate and reliable. In the event the Transfer Agent is
unable to perform its obligations under the terms of this Agreement
because of an act of God, strike or equipment or transmission failure
reasonably beyond its control, the Transfer Agent shall not be liable
for any damages resulting from such failure.
9. Term and Termination. This Agreement shall continue in effect from
year to year as the parties may mutually agree, provided that either
party may terminate this Agreement by giving the other party notice
in writing specifying the date of such termination, which shall be
not less than 60 days after the date of receipt of such notice. In
the event such notice is given by the Fund, it shall be accompanied
by a vote of the Board, certified by the Secretary, electing to
terminate this Agreement and designating a successor transfer agent
or transfer agents. Upon such termination and at the expense of the
Fund, the Transfer Agent will deliver to such successor a certified
list of shareholders of the Fund (with name, address and taxpayer
identification or Social Security number, if available (although such
records may consist solely of variable separate accounts of
affiliated and unaffiliated insurance companies)), a historical
record of the account of each shareholder and the status thereof, and
all other relevant books, records, correspondence, and other data
established or maintained by the Transfer Agent under this Agreement
in the form reasonably acceptable to the Fund, and will cooperate in
the transfer of such duties and responsibilities, including
provisions for assistance from the Transfer Agent's personnel in the
establishment of books, records and other data by such successor or
successors.
10. Amendment. This Agreement may not be amended or modified in any
manner except by a written agreement executed by the parties.
11. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be
assignable without the written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
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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 VARIABLE PORTFOLIO - INCOME SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MANAGED SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MANAGERS SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MONEY MARKET SERIES, INC.
By: /s/ Xxxxxx X. Xxx
-----------------------------------------
Xxxxxx X. Xxx
Vice President
RIVERSOURCE SERVICE CORPORATION
By: /s/ Xxx Xxxxxxx-Strong
-----------------------------------------
Xxx Xxxxxxx-Strong
Vice President - Clearing Operations
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SCHEDULE A
FUNDS
The Funds to which this Agreement applies follow:
RiverSource Variable Portfolio - Income Series, Inc.
RiverSource Variable Portfolio - Investment Series, Inc.
RiverSource Variable Portfolio - Managed Series, Inc.
RiverSource Variable Portfolio - Managers Series, Inc.
RiverSource Variable Portfolio - Money Market Series, Inc.
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SCHEDULE B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses (which may be incurred by Insurance Companies):
o typesetting, printing, paper, envelopes, postage and return postage
for proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for records of account,
purchase confirmations, exchange confirmations and exchange
prospectuses, redemption confirmations, redemption checks, and any
other communication required to be sent to shareholders and variable
account contract owners and policy holders
o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information
and other required mailings to shareholders and variable account
contract owners and policy holders
o other expenses incurred at the request or with the consent of the Fund
