AMENDED AND RESTATED SUBADVISORY AGREEMENT This Amended and Restated Subadvisory Agreement, dated June 11, 2008 (the "Agreement"), by and between RiverSource Investments, LLC, a Minnesota limited liability company ("RiverSource"), and Threadneedle...

AMENDED AND RESTATED SUBADVISORY AGREEMENT

This Amended and Restated Subadvisory Agreement, dated June 11, 2008 (the
"Agreement"), by and between RiverSource Investments, LLC, a Minnesota limited
liability company ("RiverSource"), and Threadneedle International Limited, a
company organized under the laws of England and Wales ("TINTL").

WHEREAS, the parties hereto wish to amend and restate that certain
Subadvisory Agreement, dated July 10, 2004, by and between TINTL and RiverSource
(as successor to Ameriprise Financial, Inc. (f/k/a American Express Financial
Corporation) pursuant to that certain Consent Agreement, dated as of March 1,
2006, between RiverSource and TINTL).

WHEREAS, each of the funds listed in Schedule 1 (each, a "Fund" and
collectively, the "Funds") is a series of an investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act").

WHEREAS, RiverSource has entered into an Investment Management Services
Agreement (the "Advisory Agreement") with the Funds pursuant to which
RiverSource provides investment advisory services to the Funds.

WHEREAS, RiverSource and the Funds desire to retain TINTL to provide
investment advisory services to the Funds, and TINTL is willing to render such
investment advisory services.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1. TINTL's Duties.

(a) Portfolio Management. Subject to supervision by RiverSource and the
Funds' Boards of Directors (the "Board"), TINTL shall manage the
composition of that portion of assets of the Funds which is
allocated to TINTL from time to time by RiverSource (which portion
may include any or all of the Funds' assets), including the
purchase, retention, and disposition thereof, in accordance with the
Funds' investment objectives, policies, and restrictions, and
subject to the following understandings:

(i) Investment Decisions. TINTL shall determine from time to time
what investments and securities will be purchased, retained,
or sold with respect to that portion of the Funds allocated to
it by RiverSource, and what portion of such assets will be
invested or held uninvested as cash. TINTL is prohibited from
consulting with other subadvisers, if any, of the Funds
concerning transactions of the Funds in securities or other
assets, other than for purposes of complying with the
conditions of Rule 12d3-1(a) or (b) under the 1940 Act. TINTL
will not be responsible for voting proxies issued by companies
held in the Funds although RiverSource may consult

with TINTL from time to time regarding the voting of proxies
of securities owned by the Funds. TINTL will not be
responsible for filing claims in class action settlements
related to securities currently or previously held by that
portion of the Funds allocated to it by RiverSource.

(ii) Investment Limits and Requirements. In the performance of its
duties and obligations under this Agreement, TINTL shall act
in conformity with applicable limits and requirements, as
amended from time to time, as set forth in (a) each Fund's
Prospectus and Statement of Additional Information ("SAI");
(b) instructions and directions of RiverSource and of the
Board; (c) requirements of the 1940 Act, the Internal Revenue
Code of 1986, as amended, as applicable to the Funds, and all
other applicable U.S. 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 TINTL.

(iii) Portfolio Transactions.

(A) Trading. With respect to the securities and other
investments to be purchased or sold for the Funds, TINTL
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 RiverSource or TINTL) selected by TINTL;
provided, however, that such orders shall be consistent
with the brokerage policy set forth in each Fund's
Prospectus and SAI, or approved by the Board; conform
with U.S. federal securities laws; and be consistent
with seeking best execution in accordance with TINTL's
Execution Policy, as provided by TINTL to RiverSource
from time to time in writing. Within the framework of
this policy, TINTL 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 TINTL's other clients may be a party. To the
extent permitted by law, and consistent with its
obligation to seek best execution, TINTL 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 TINTL 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 received, viewed in terms of either
that particular transaction or TINTL's overall
responsibilities with respect to the Funds and other
clients for which it acts as subadviser.

(B) Aggregation of Trades. On occasions when TINTL deems the
purchase or sale of a security or futures contract to be
in the best

interest of one or more Funds as well as other clients
of TINTL, TINTL, 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 with those of its
other clients and/or clients of its affiliated
companies. 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 TINTL in the manner TINTL considers to be the most
equitable and consistent with its fiduciary obligations
to the Funds and to such other clients. RiverSource
acknowledges that in some circumstances the aggregation
of trades may operate to the advantage or disadvantage
of the Funds.

(iv) Records and Reports. TINTL shall (a) maintain such books and
records required under the 1940 Act as shall be agreed upon
from time to time by the parties hereto in writing, (b) render
to the Board such periodic and special reports as the Board or
RiverSource may reasonably request, and (c) meet with any
persons at the request of RiverSource or the Board for the
purpose of reviewing TINTL's performance under this Agreement
at reasonable times and upon reasonable advance written
notice.

(v) Transaction Reports. TINTL shall provide the applicable
custodian for each Fund on each business day with information
relating to all transactions concerning such Fund's assets and
shall provide RiverSource with such information upon
RiverSource's request.

(b) Maintenance of Records. TINTL shall timely furnish to RiverSource
all information relating to TINTL's services hereunder that are
needed by RiverSource to maintain the books and records of the Funds
required under the 1940 Act. Such request shall specify which
documents are required by RiverSource for this purpose. TINTL shall
maintain for the Funds 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 TINTL and
RiverSource. TINTL agrees that all records that it maintains for the
Funds are the property of the Funds and TINTL will surrender
promptly to the Funds any of such records upon any Fund's request;
provided, however, that TINTL may retain a copy of such records.
TINTL 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.

(c) Non-Public Information. TINTL will protect the confidentiality of
any non-public information provided to it by RiverSource or any of
the Funds and will comply with RiverSource's policy concerning the
disclosure of portfolio holdings information.

2. RiverSource's Duties. RiverSource shall continue to have responsibility
for all other services to be provided to the Funds pursuant to the
Advisory Agreement and shall oversee and review TINTL's performance of its
duties under this Agreement. For the avoidance of doubt TINTL shall have
no responsibility for any non-core investment advisory activities
including, without limitation, pricing, fund accounting services, or the
offer or sale, redemption or exchange of shares in the Funds. RiverSource
shall also retain direct portfolio management responsibility with respect
to any assets of the Funds which are not allocated by it to the portfolio
management of TINTL as provided in paragraph 1(a) hereof. RiverSource will
inform TINTL of any restrictions regarding markets in which transactions
for the Funds may be effected.

3. Documents Provided to TINTL. RiverSource has delivered or will deliver to
TINTL current copies and supplements thereto of each of the Prospectuses
and SAIs pertaining to the Funds. RiverSource will provide to TINTL for
review drafts of all future amendments and supplements that may affect the
performance of TINTL's duties under this Agreement, and will promptly
deliver to TINTL final copies of all future amendments and supplements.

4. Compensation of TINTL. For the services provided and the expenses assumed
pursuant to this Agreement, RiverSource will pay to TINTL, 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, at the annual rates as a percentage of each Fund's average
daily net assets set forth in the attached Schedule 1, which Schedule can
be modified by written agreement of RiverSource and TINTL from time to
time to reflect changes in annual rates, subject to appropriate approvals
required by the 1940 Act, if any. The rates set forth in Schedule 1 are
subject to adjustment based on the performance of each Fund as provided
therein. 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 TINTL. TINTL agrees to perform faithfully the services
required to be rendered to the Funds under this Agreement, but nothing
herein contained shall make TINTL or any of its officers, partners, or
employees liable for any loss sustained by the Funds or its officers,
directors, or shareholders, or any other person on account of the services
which TINTL may render or fail to render under this Agreement; provided,
however, that nothing herein shall protect TINTL against liability to the
Funds or to any of its shareholders, to which TINTL would otherwise be
subject, by reason of its willful misfeasance, bad faith, or gross
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 TINTL from any liabilities which it may have
under the Securities Act of 1933, as amended (the "1933 Act"), the
Investment Advisers Act of 1940 (the "Advisers Act"), or the 1940 Act.

6. Delegation. TINTL may delegate any of its functions under this Agreement
to an affiliate on prior written notice to RiverSource. Upon any such
delegation TINTL will remain liable for the acts and omissions of the
delegate.

7. Representations of TINTL Under U.S. Law. TINTL represents and warrants as
follows:

(a) TINTL (i) is registered as an investment advisor 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
U.S. federal or state requirements, or the applicable requirements
of any U.S. 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 RiverSource of the occurrence of any event that would
disqualify TINTL from serving as an investment advisor of an
investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.

(b) TINTL has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide
RiverSource with a copy of the code of ethics, together with
evidence of its adoption. Within 45 days of the end of the last
calendar quarter of each year that this Agreement is in effect, a
duly authorized officer of TINTL shall certify to RiverSource that
TINTL has complied with the requirements of Rule 17j-1 during the
previous year and that there has been no material violation of
TINTL's code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the
written request of RiverSource, TINTL shall permit RiverSource, its
employees, or its agents to examine the reports required to be made
to TINTL by Rule 17j-1(c)(1) and all other records relevant to
TINTL's code of ethics.

(c) TINTL has provided RiverSource with a copy of its Form ADV, which as
of the date of this Agreement is its Form ADV as most recently filed
with the Securities and Exchange Commission ("SEC") and promptly
will furnish a copy of all amendments to RiverSource at least
annually.

(d) TINTL will promptly notify RiverSource of any changes in the
controlling shareholder(s) or in the key personnel who are either
the portfolio manager(s) responsible for the Funds or senior
management of TINTL, or if there is otherwise an actual or expected
change in control or management of TINTL.

8. Representations of RiverSource. RiverSource represents and warrants as
follows:

RiverSource (i) is registered as an investment advisor 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
U.S. federal or state requirements, or the applicable requirements of any
U.S. 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 TINTL of the occurrence of any
event that would disqualify RiverSource from serving as an investment
advisor of an investment company pursuant to Section 9(a) of the 1940 Act
or otherwise.

9. Regulation and Customer Status Under UK Law; COBS Rules.

(a) Pursuant to Rule 3.14R of the New Conduct of Business Rules (the
"COBS Rules") of the Financial Services Authority ("FSA"), TINTL
hereby classifies RiverSource as a PROFESSIONAL CLIENT (as defined
in the COBS Rules) in relation to the services to be provided under
this Agreement.

(b) TINTL is authorized and regulated in the UK by the FSA, and nothing
in this Agreement shall exclude or restrict any duty or liability
which TINTL owes to RiverSource arising under the Financial Services
and Markets Xxx 0000 ("FSMA") or any rules of the FSA, including the
COBS Rules.

(c) The statements, disclosures and other provisions required under the
COBS Rules set forth in Exhibit A and the Bundled Brokerage
Arrangements set forth in Appendix 2 may be updated by TINTL from
time to time with written notice to RiverSource, provided that if
there is a material change to Exhibit A or Appendix 2, such changes
will only be made with the consent of the parties hereto, such
consent not to be unreasonably withheld.

(d) The Board will exercise all voting rights conferred on the owners of
securities held by the Funds.

10. Potential Conflicts of Interest and Disclosures.

(a) TINTL and any Associate may effect transactions in which TINTL or
Associate or another client of TINTL or Associate has, directly or
indirectly, a material interest or a relationship of any description
with another party, which may involve a potential conflict with
TINTL's duty to the Funds. As used in this Agreement, "Associate"
shall mean a company or other person connected to TINTL, including
TINTL's ultimate holding company and any company which is at the
relevant time a direct or indirect subsidiary of that ultimate
holding company. Neither TINTL nor any Associate shall be liable to
account to the Funds for any profit, commission or remuneration made
or received from or by reason of such transactions or any connected
transactions nor will TINTL's fees, unless otherwise provided, be
abated by reason of any such profit, commission or remuneration.

(b) TINTL will seek to ensure that such transactions are effected on
terms which are not materially less favourable to the Funds than if
the potential conflict had not existed.

11. In accordance with the FSA Rules, TINTL has a written conflicts of
interest policy that sets out how actual or potential conflicts of
interest affecting TINTL's business may be identified and provides details
of how these conflicts are managed. A summary of TINTL's conflicts of
interest policy is available upon request. TINTL will disclose, as
required, any such conflicts in its ADV.

(a) TINTL will normally act as the agent of the Funds, who will
therefore be bound by its actions under the Agreement. Nevertheless,
none of the services to be provided hereunder nor any other matter
shall give rise to any fiduciary or equitable duties which would
prevent or hinder TINTL, or any Associate, in transactions with or
for the Funds, including programme trades, from acting as both
market-maker and broker, principal or agent, dealing with other
Associates and other customers, and generally effecting transactions
as provided above, except as otherwise provided by applicable U.S.
law and regulations or by policies adopted by the Funds.

12. Duration and Termination.

(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 members of the Board 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 as a whole
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, either in whole or in part, 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 TINTL. This Agreement may also be
terminated, without the payment of any penalty, by RiverSource upon
60 days' written notice to TINTL. TINTL may terminate this Agreement
at any time, without payment of any penalty, on 60 days' written
notice to RiverSource. This Agreement shall terminate automatically
in the event that (i) it is assigned (as defined in the 1940 Act),
(ii) the Advisory Agreement is terminated, (iii) either RiverSource
or TINTL ceases to be registered with the SEC as an investment
adviser, or (iv) a competent regulatory authority orders
termination.

13. TINTL's Services Are Not Exclusive. Nothing in this Agreement shall limit
or restrict the right of any of TINTL's partners, officers, or employees
who may also be a director, officer, or employee of any Fund 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 TINTL's right to engage in any
other business or to render services of any kind to any other corporation,
firm, individual, or association.

14. Notices. Any notice under this Agreement must be given in writing as
provided below or to another address as either party may designate in
writing to the other.

TINTL: Head of US Distribution
Threadneedle International Limited
00 Xx Xxxx Xxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attn: Head of Legal
Fax: x00(0)00 0000 0000

with a copy to:

Xxxx Xxxxxx
Head of Legal Department
Threadneedle International Limited
00 Xx Xxxx Xxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx

RiverSource: Xxx X. Xxxxxxx
Vice President, Operations and Compliance
Ameriprise Financial, Inc.
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, Inc.
00000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Fax: 000-000-0000

15. Amendments. This Agreement may be amended by mutual consent, subject to
approval by the Board and the Funds' shareholders to the extent required
by the 1940 Act.

16. Assignment. No assignment (as defined in the 0000 Xxx) shall be made by
TINTL without the prior written consent of the Funds (and, if required by
law, the Funds' shareholders) and RiverSource. Notwithstanding the
foregoing, no assignment shall be deemed to result from any changes in the
directors, officers, or employees of RiverSource except as may be provided
to the contrary in the 1940 Act or the rules and regulations thereunder.

17. Governing Law. This Agreement 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.

18. Entire Agreement. This Agreement and the documents referred to herein,
which are intended to be incorporated by way of reference, embody the
entire agreement and understanding among the parties hereto, and supersede
all prior agreements and understandings relating to the subject matter
hereof.

19. Severability. Should any part of this Agreement be held invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors.

20. Interpretation. Any questions of interpretation of any term or 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.

21. Authorization. Each of the parties represents and warrants that the
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.

22. Reliance. TINTL may rely and act on any written instruction or
communication that purports to have been given (and that TINTL reasonably
believes to have been given) by RiverSource. TINTL will not be liable for
any loss arising from its acting on such an

instruction. RiverSource shall be responsible for providing TINTL with a
list of those individuals authorized to issue instructions to TINTL.

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 Threadneedle International Limited

By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxx
----------------------------------------- -----------------------------------------
Signature Signature

Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxx
----------------------------------------- -----------------------------------------
Printed Printed

Title: President and Chief Investment Officer Title: Director
----------------------------------------- -----------------------------------------

SCHEDULE 1

ASSETS UNDER MANAGEMENT
--------------------------------------------------------------------------
$0-150 NEXT $500 NEXT $500 THEREAFTER
MILLION MILLION MILLION
--------------------------------------- ----------------- ---------------- ----------------- ---------------------
FUNDS bps bps bps bps
--------------------------------------- ----------------- ---------------- ----------------- ---------------------

Threadneedle Emerging Markets Fund 45 40 35 30
--------------------------------------- ----------------- ---------------- ----------------- ---------------------
Threadneedle Variable Portfolio -
Emerging Markets Fund 45 40 35 30
--------------------------------------- ----------------- ---------------- ----------------- ---------------------
Threadneedle European Equity Fund 35 30 25 20
--------------------------------------- ----------------- ---------------- ----------------- ---------------------
Threadneedle Global Equity Fund 35 30 25 20
--------------------------------------- ----------------- ---------------- ----------------- ---------------------
Threadneedle International
Opportunity Fund 35 30 25 20
--------------------------------------- ----------------- ---------------- ----------------- ---------------------
Threadneedle Variable Portfolio -
International Opportunity Fund 35 30 25 20
--------------------------------------- ----------------- ---------------- ----------------- ---------------------

ASSETS UNDER MANAGEMENT
--------------------------------------- ----------------------------------------------------
$0-250 NEXT $250 THEREAFTER
MILLION MILLION
--------------------------------------- ----------------- ---------------- -----------------
FUNDS bps bps bps
--------------------------------------- ----------------- ---------------- -----------------

Threadneedle Global Extended Alpha
Fund 70 65 60
--------------------------------------- ----------------- ---------------- -----------------
Threadneedle Global Equity Income Fund 45 40 35
--------------------------------------- ----------------- ---------------- -----------------

The rates shown above apply to the corresponding portion of the respective
portfolio. For example, if the average daily net assets for the Threadneedle
Emerging Markets Fund for a given month are $650 million, then the applicable
rates shall be 45 bps on $150 million and 40 bps on the remaining $500 million.

PERFORMANCE FEE ADJUSTMENT

1. The fees payable to TINTL by RiverSource shall be subject to adjustment
as set out below.

2. For each Fund listed below in Column A, the amount of the adjustment to
the fees payable to TINTL, whether positive or negative, shall be equal to
one-half (1/2) of the performance incentive adjustment ("PIA") made to the
investment management fee that RiverSource is entitled to under the terms
of the Advisory Agreement. For each Fund listed below in Column B, the
amount of the adjustment to the fees payable to TINTL, whether positive or
negative, shall be equal to all of the PIA made to the investment
management fee that RiverSource is entitled to under the terms of the
Advisory Agreement.

COLUMN A COLUMN B
(TINTL PAID ONE-HALF OF PIA) (TINTL PAID ALL OF PIA)
------------------------------------------- -------------------------------------

Threadneedle Emerging Markets Fund Threadneedle Global Extended Alpha
Fund
------------------------------------------- -------------------------------------
Threadneedle Variable Portfolio - Threadneedle Global Equity Income
Emerging Markets Fund Fund
------------------------------------------- -------------------------------------
Threadneedle European Equity Fund
------------------------------------------- -------------------------------------
Threadneedle Global Equity Fund
------------------------------------------- -------------------------------------
Threadneedle International Opportunity
Fund
------------------------------------------- -------------------------------------
Threadneedle Variable Portfolio -
International Opportunity Fund
------------------------------------------- -------------------------------------

3. For each Fund listed in the table below (consistent with the table in the
Advisory Agreement), the PIA will be determined monthly and will be based on the
percentage difference over a rolling 12-month period between the performance of
one Class A share of the Fund and the change in the PIA benchmark index that
appears in the prospectus for the Fund (Index). The performance difference
determines the exact adjustment rate. The adjustment rate, computed to five
decimal places, is determined in accordance with the table below, and is applied
against the average daily net assets for the applicable 12-month rolling period.

THREADNEEDLE EMERGING MARKETS FUND
THREADNEEDLE VARIABLE PORTFOLIO - EMERGING MARKETS FUND
THREADNEEDLE EUROPEAN EQUITY FUND
THREADNEEDLE GLOBAL EQUITY FUND
THREADNEEDLE GLOBAL EQUITY INCOME FUND
THREADNEEDLE INTERNATIONAL OPPORTUNITY FUND
THREADNEEDLE VARIABLE PORTFOLIO - INTERNATIONAL OPPORTUNITY FUND
-----------------------------------------------------------------------------------------------
PERFORMANCE ADJUSTMENT RATE
DIFFERENCE
--------------------- -------------------------------------------------------------------------

0.00% - 0.50% 0
--------------------- -------------------------------------------------------------------------
0.50% - 1.00% 6 basis points times the performance difference in excess
of 0.50% times 100 (maximum of 3 basis points if a 1%
performance difference) [6bps x (PD -- 0.50%) x 100]
--------------------- -------------------------------------------------------------------------
1.00% - 2.00% 3 basis points, plus 3 basis points times the performance
difference in excess of 1.00% times 100 (maximum 6 basis
points if a 2% performance difference) [3bps + 3bps(PD -- 1.00%) x 100]
--------------------- -------------------------------------------------------------------------
2.00% - 4.00% 6 basis points, plus 2 basis points times the performance
difference in excess of 2.00% times 100 (maximum 10 basis
points if a 4% performance difference) [6 bps + 2bps(PD -- 2.00%) x 100]
--------------------- -------------------------------------------------------------------------
4.00% - 6.00% 10 basis points, plus 1 basis point times the performance
difference in excess of 4.00% times 100 (maximum 12 basis
points if a 6% performance difference) [10 bps + 1bp(PD -- 4.00%) x 100]
--------------------- -------------------------------------------------------------------------
6.00% or more 12 basis points
--------------------- -------------------------------------------------------------------------

For example, if the performance return of one Class A share of the Fund is
5.38% and the Index performance is 3.00%, so that the performance
difference is 2.38%, the adjustment rate is 0.000676 [0.0006 (6 basis
points) plus 0.0002 (2 basis points) x 0.0038 (the 0.38% performance
difference in excess of 2.00%, or 2.38% - 2.00%) x 100]. Rounded to five
decimal places, the adjustment rate is 0.00068.

Fees payable to TINTL will be adjusted up or down in an amount equal to
either: (i) for Threadneedle Global Equity Income Fund, the full amount
determined by applying the adjustment rate to the amounts payable under
the Advisory Agreement or (ii) for Threadneedle Emerging Markets Fund,
Threadneedle Variable Portfolio - Emerging Markets Fund, Threadneedle
European Equity Fund, Threadneedle Global Equity Fund, Threadneedle
International Opportunity Fund, and Threadneedle Variable Portfolio -
International Opportunity Fund, one-half of the amount determined by
applying the adjustment rate to the amount payable under the Advisory
Agreement.

The 12-month comparison period rolls over with each succeeding month, so
that it always equals 12-months, ending with the month for which the
performance adjustment is being computed.

TRANSITION PERIOD
The performance incentive adjustment will not be calculated for the first
6 months from the inception of a Fund. After 6 full calendar months, the
PIA will be determined using the average assets and performance difference
over the first 6 full calendar months, and the adjustment rate will be
applied in full. Each successive month an additional calendar month will
be added to the performance adjustment computation. After 12 full calendar
months, the full rolling 12-month period will take effect.

4. For Threadneedle Global Extended Alpha Fund, the PIA will be determined
monthly and will be based on the annualized percentage difference over a rolling
36-month period between the performance of one Class A share of the Threadneedle
Global Extended Alpha Fund and the change in the PIA benchmark index that
appears in the prospectus for the Threadneedle Global Extended Alpha Fund
(Index). The performance difference determines the exact adjustment rate. The
adjustment rate, computed to five decimal places, is determined in accordance
with the table below, and is applied against the average daily net assets for
the applicable 36-month rolling period.

THREADNEEDLE GLOBAL EXTENDED ALPHA FUND
-------------------------------------------------------------------------------------------
PERFORMANCE ADJUSTMENT RATE
DIFFERENCE
--------------------- ---------------------------------------------------------------------

0.00% - 1.00% 0
--------------------- ---------------------------------------------------------------------
1.00% - 6.00% 10 basis points times the performance difference in excess
of 1.00% times 100 (maximum of 50 basis points if a 6%
performance difference) [10bps x (PD -- 1.00%) x 100]
--------------------- ---------------------------------------------------------------------
6.00% or more 50 basis points
--------------------- ---------------------------------------------------------------------

For example, if the performance return of one Class A share of the Fund is
5.38% and the Index performance is 3.00%, so that the performance
difference is 2.38%, the adjustment rate is 0.00138 [0.0010 (10 basis
points) x 0.0138 (the 1.38% performance difference in excess of 1.00%, or
2.38% - 1.00%) x 100]. Rounded to five decimal places, the adjustment rate
is 0.00138.

Fees payable to TINTL will be adjusted up or down in an amount equal to
the full amount determined by applying the adjustment rate to the amounts
currently payable under the Advisory Agreement.

TRANSITION PERIOD
The PIA will not be calculated for the first 24 months from the
inception of the Fund. After 24 full calendar months, the performance
fee adjustment will be determined using the average assets and
performance difference over the first 24 full calendar months, and the
adjustment rate will be applied in full. Each successive month an
additional calendar month will be added to the performance adjustment
computation. After 36 full calendar months, the full rolling 36-month
period will take effect.

EXHIBIT A

TINTL and RiverSource hereby agree that the following COBS Rules required
statements, disclosures and other provisions form an attachment to the
Agreement. Terms used but not defined herein shall have the meaning set forth in
the COBS Rules.

I. Appointment of TINTL
RiverSource appoints TINTL and TINTL accepts such appointment to
determine in its discretion, but consistent with the Funds' investment
objectives and policies and subject to the supervision and approval of
RiverSource and of the Board, which securities (including both domestic and
foreign securities) shall be purchased, held or sold and to execute or cause the
execution of purchase and sell orders.

The investment objective of each Fund is intended only as an indication
of a level of performance that TINTL will aim to achieve. It should not be
construed as a warranty or assurance that TINTL will be able to achieve any
particular level of performance or that TINTL will take any steps beyond the
exercise of its normal investment judgment or process with a view to doing so.
In particular, TINTL does not accept liability in the event that any investment
objectives are not achieved, and RiverSource acknowledges that there is a
material statistical risk that the investment objectives will not be met.

II. Incorporation of Prospectus and Statement of Additional Information
The Prospectuses and Statements of Additional Information for the Funds
are hereby incorporated and shall be seen as forming part of this Attachment.

III. Portfolio Transactions and Commissions/Relevant Arrangements
TINTL is responsible for seeing that the Funds' securities transactions
are effected, for choosing the executing firms, and for determining the
brokerage commissions to be paid to such firms in a manner and in accordance
with the procedures and standards as set forth in, or as established in
accordance with, the Advisory Agreement between the investment manager and the
Funds. With regard to these executions, TINTL shall seek to secure best
execution, defined as the best net results for the Funds, taking into
consideration such factors as price, commission, dealer spread, size of order,
difficulty of execution, operational facilities of the executing firm involved,
that firm's risk in positioning a block of securities and the overall benefits
of supplemental investment research provided by such firm.

To the extent that any such securities transactions may be effected for
the Funds with or through the agency of a person who provides such services
under any relevant arrangement, such transactions shall be effected so as to
seek to secure for the Funds best execution of the transactions disregarding any
benefit which might inure directly or indirectly from the services or benefits
provided under that arrangement, since such arrangements will relate solely to
transactions in markets and on exchanges where commission rates are fixed.

IV. Investment

A. In currency transactions a movement of the exchange rate may have a
separate effect, unfavorable as well as favorable, on the gain or loss
otherwise experienced on the investment.

B. Services provided by TINTL may relate to Investments Not Readily
Realisable. When such securities are not readily realisable; there can
be no certainty that market makers will be prepared to deal in them,
nor may they have proper information for determining their current
value.

C. The Funds may invest in units in Collective Investment Schemes which,
for the purposes of COBS Rules, are Unregulated Collective Investment
Schemes.

D. The Funds may not acquire or dispose of units in a Collective
Investment Scheme either operated or advised by TINTL or by an
Associate of TINTL.

E. The Funds may not contain securities of which an issue or offer for
sale was underwritten, managed or arranged by TINTL during the
preceding twelve months. The Funds may, however, contain securities of
which an issue or offer for sale was underwritten, managed or arranged
by an Associate of TINTL during the preceding twelve months.

F. Subject to the extent permitted or not prohibited by any applicable law
and subject to procedures established by the Funds' Board and
RiverSource of which TINTL is given notice, TINTL may effect
transactions on behalf of the Funds with an Associate. In all Portfolio
transactions so effected by TINTL, TINTL could be deemed by COBS Rules
either to be effecting a transaction in which TINTL has a direct or
indirect material interest, or a transaction which may involve a
conflict with TINTL's duty to the Funds.

G. TINTL may not commit the Funds to an obligation to underwrite any issue
or offer for the sale of securities, but under certain securities laws
the Funds may be deemed to be an underwriter where it purchases
securities directly from the issuer and later resells them.

H. TINTL may effect transactions in derivatives for direct investment and
efficient portfolio management purposes, including contingent liability
investment transactions, and may settle or close out such transactions,
and deposit the Funds' assets, in accordance with the Prospectus and
SAI.

I. Until RiverSource notifies TINTL otherwise, TINTL shall be permitted to
effect transactions in derivative instruments to the extent permitted
by the Funds' Prospectuses and Statements of Additional Information. By
entering into this Agreement, RiverSource acknowledges that it has read
and understood the risk warnings in Appendix 1. RiverSource
acknowledges that TINTL may send additional or updated risk warnings to
RiverSource from time to time.

J. RiverSource shall inform TINTL of any restrictions regarding the
markets in which transactions may be effected.

V. Administration

A. TINTL shall not, under any circumstance, act as custodian or trustee
for the Funds, nor hold money, nor be the registered holder of the
Funds' registered investments nor be the custodian of documents or
other evidence of title.

B. Either Ameriprise Trust Company, an Associate of TINTL, or JPMorgan
Chase Bank, National Association, acts as Custodian with respect to
each Fund. Ameriprise Trust Company has a subcustodial agreement with
The Bank of New York, an entity not an Associate of TINTL.

RiverSource, an Associate of both TINTL and Ameriprise Trust Company,
may procure that investments, documents of title, certificates
evidencing title to investments and other property belonging to the
Funds may be lent to a third party in accordance with a resolution of
the Board but that money may not be borrowed on any Fund's behalf
against the investments documents, certificates or property hereinabove
mentioned.

TINTL accepts no responsibility for the default of any such Custodian
so appointed by the Board. The Board shall exercise all voting rights
conferred on the owners of the securities in the Fund.

C. TINTL shall furnish to RiverSource monthly written reports on the
valuation of the Funds, including both securities and cash and showing
all investments, receipts, disbursements and other transactions
involving the Funds during the accounting period and also showing the
assets of the Funds held at the end of the period and their market
values. Such reports do not include any measurement of performance.

D. TINTL has in operation a written procedure for the effective
consideration and proper handling of complaints. Any complaint by, or
on behalf of, the Funds should be sent in writing to:

Threadneedle International Limited
00 Xx. Xxxx Xxx
Xxxxxx, Xxxxxx Xxxxxxx XX0X 0XX

For the attention of Compliance Director

VI. Termination
Termination shall be without prejudice to the completion of transactions
initiated prior to such termination, said transactions being completed according
to their terms. Termination shall occur in accordance with procedures
established in the Subadvisory Agreement.

VII. Investment Management Fees
Pursuant to the COBS Rules regarding the supplement and abatement of
fees, TINTL hereby acknowledges that for the performance of services
contemplated by the Subadvisory Agreement, it shall receive only the
compensation set out in the Subadvisory Agreement. Such compensation shall be
payable in accordance with the agreed provisions regarding compensation to
TINTL.

In circumstances where TINTL effects a transaction on behalf of the Funds
with an Associate, that Associate may receive commissions; such commissions,
however, would not supplement or xxxxx TINTL's above-mentioned agreed
compensation.

VIII. Miscellaneous
Calls: Under the terms of the Subadvisory Agreement TINTL has the right
for itself, its representatives, or its employees to make calls to RiverSource
at appropriate times, with the caller identifying himself/herself at the start
of the conversation.

APPENDIX 1
RISK WARNINGS: NOTICE IN RELATION TO DESIGNATED INVESTMENTS AND
ASSOCIATED RISKS

This notice is provided to you as a professional client in compliance with the
rules of the Financial Services Authority (FSA).

This notice contains information about Designated Investments (as defined in the
FSA rules), including guidance on and warning of the risks associated with those
Designated Investments. It has been provided to you so that you are able to
understand the nature and the risks of the service and the specific type of
Designated Investment being offered and, consequently, take investment decisions
on an informed basis.

This notice cannot disclose all the risks and other significant aspects of
Designated Investments. You should not deal in these products unless you
understand their nature and the extent of your exposure to risk and potential
loss. You should also be satisfied that the Designated Investment is suitable
for you in light of your circumstances and financial position. Certain
strategies, such as a 'spread' position or a 'straddle', may be risky as a
simple 'long' or 'short' position.

If a Designated Investment is composed of two or more different Designated
Investments or services the associated risks are likely to be greater than the
risks with any of the components.

1. SHARES

A share is an instrument representing a shareholder's rights in a company.
Shares may be issued in bearer or registered form and may be certified or
non-certified. One share represents a fraction of the company's share capital.
Dividend payments and an increase in the value of the security are both
possible, although not guaranteed. The shareholder has financial and ownership
rights that are determined by law and the issuing company's articles of
association. Unless otherwise provided, transfers of bearer shares do not entail
any informalities. However, transfers of registered shares are often subject to
limitations.

Dealing with shares may involve risks including but not limited to the
following:

1. Company risk: a share purchaser does not lend funds to the company, but
becomes a co-owner of the corporation. He or she thus participates in its
development as well as in chances for profits and losses, which makes it
difficult to forecast the precise yield on such an investment. An extreme
case would be if the company went bankrupt, thereby wiping out the total sums
invested.

2. Price risk: share prices may undergo unforeseeable price fluctuations causing
risks of loss. Price increases and decreases in the short, medium, and long
term alternate without it being possible to determine the duration of those
cycles. General market risk must be distinguished from the specific risk
attached to the company itself. Both risks, jointly or in aggregate,
influence share prices.

3. Dividend risk: the price per share mainly depends on the issuing company's
earnings and on its dividend policy. In case of low profits or losses,
divided payments may be reduced or not made at all.

Xxxxx Shares: Threadneedle may invest on your behalf in xxxxx shares and you
should therefore be aware that there is an extra risk of losing money when
shares are bought in some smaller companies. There may be a big difference
between the buying and selling price of these shares. If such xxxxx shares have
to be sold immediately, you may get back much less than you paid for them. The
price may change quickly and it may go down as well as up.

2. BONDS

Bonds are negotiable debt instruments issued in bearer or registered form by a
company or a government body to creditors and whose par value at issuance
represents a fraction of the total amount of debt. The duration of the debt as
well as the terms and conditions of repayment are determined in advance. Unless
stipulated otherwise, the bond is repaid either at the maturity date, by means
of annual payments, or at different rates determined by drawing lots. The
interest payments on bonds may be either: (i) fixed for the entire duration; or
(ii) variable and often linked to reference rates (e.g. FIBOR or LIBOR). The
purchaser of a bond (the creditor) has a claim against the issuer (the debtor).

Dealing in bonds may involve risks including but not limited to the following:

1. Insolvency risk: the issuer may become temporarily or permanently insolvent,
resulting in its incapacity to repay the interest or redeem the bond. The
solvency of an issuer may change due to one or more of a range of factors
including the issuing company, the issuer's economic sector and/or the
political and economic status of the countries concerned. The deterioration
of the issuer's solvency will influence the price of the securities that it
issues.

2. Interest rate risk: uncertainty concerning interest rate movements means that
purchasers of fixed-rate securities carry the risk of fall in the prices of
the securities if the interest rates rise. The longer the duration of the
loan and the lower the interest rate, the higher a bond's sensitivity to a
raise in market rates.

3. Credit risk: the value of a bond will fall in the event of a default or
reduced credit rating of the issuer. Generally, the higher the relative rate
of interest (that is, relative to the interest rate on a risk-free security
of similar maturity and interest rate structure), the higher the perceived
credit risk of the issuer.

4. Early redemption risk: the issuer of a bond may include a provision allowing
early redemption of the bond if market interest rates fall. Such early
redemption may result in a charge to the expected yield.

5. Risks specific to bonds redeemable by drawing: bonds redeemable by drawing
have a maturity that is difficult to determine, so unexpected changes in the
yield on these bonds may occur.

6. Risks specific to certain types of bond: Additional risks may be associated
with certain types of bond, for example floating rate notes, reverse floating
rate notes, zero coupon bonds, foreign currency bonds, convertible bonds,
reversible convertible notes, indexed bonds, and subordinated bonds. For such
bonds, the issuance prospectus may contain further detail of additional
risks. In addition, in the case of subordinated bonds, if the issuer becomes
bankrupt, certain bonds will only be redeemed after repayment of all higher
ranked creditors and as such there is a risk that you will not be reimbursed.
In the case of reverse convertible

notes, there is a risk that you will not be entirely reimbursed, but you will
receive an amount equivalent to the underlying securities at maturity.

3. WARRANTS

A warrant is a time-limited right to subscribe for shares, debentures, loan
stock or government securities and is exercisable against the original issuer of
the underlying securities. A relatively small movement in the price of the
underlying securities results in a disproportionately large movement,
unfavourable or favourable, in the price of the warrant. The prices of warrants
can therefore be volatile. It is essential for anyone who is considering
purchasing warrants to understand that the right to subscribe that a warrant
confers is invariably limited in time with the consequence that if the investor
fails to exercise this right within the predetermined time-scale then the
investment becomes worthless. You should not buy a warrant unless you are
prepared to sustain a total loss of the money you have invested plus any
commission or other transaction charges. Some other instruments are also called
warrants but are actually options (for example, a right to acquire securities
that is exercisable against someone other than the original issuer of the
securities, often called a "covered warrant").

4. OFF-EXCHANGE WARRANTS

Transactions in off-exchange warrants may involve greater risk than dealing in
exchange-traded warrants because there is no exchange market through which to
liquidate your position, or to assess the value of the warrant or the exposure
to risk. Bid and offer prices need not be quoted, and even where they are, they
will be established by dealers in these instruments and consequently it may be
difficult to establish what a fair price is.

5. DERIVATIVES

Your portfolio may include exchange-traded and over-the-counter futures,
options, indices, swaps, contracts for differences and other derivative
instruments as part of its investment policy. The low initial margin deposits
normally required to establish a position in such instruments permit a high
degree of leverage. These instruments are highly volatile and expose investors
to a high risk of loss. As a result, depending on the type of instrument, a
relatively small movement in the price of a contract may result in a profit or a
loss that is high in proportion to the amount of funds actually placed as
initial margin and may result in unquantifiable further loss exceeding any
margin deposited. The value of certain derivative instruments (such as credit
default swaps) may also be linked to the creditworthiness of the issuers or
underlying assets of such derivatives.

Further detail on certain derivative instruments is included below.

5.1 FUTURES

Transactions in futures involve the obligation to make, or to take, delivery of
the underlying asset of the contract at a future date, or in some cases to
settle the position with cash. They carry a high degree of risk. The "gearing"
or "leverage" often obtainable in futures trading means that a small deposit or
down payment can lead to large losses as well as gains. It also means that a
relatively small movement can lead to a proportionately much larger movement in
the value of your investment, and this can work against you as well as for you.
futures transactions have a contingent liability, and you should be aware of the
implications of this, in particular the margining requirements, which are set
out in Section 8.

5.2 OPTIONS

An option is a financial derivative that represents a contract sold by one party
(the one writing the option) to another (the one buying the option). The buyer
has the right, but not the obligation, to buy or sell a security or other
financial assets at an agreed-upon price during a certain period of time or on a
specific date.

There are many different types of options, with different characteristics,
subject to the following conditions:

BUYING OPTIONS: buying options involves less risk than selling options because,
if the price of the underlying asset moves against you, you can simply allow the
option to lapse. The maximum loss is limited to the premium, plus any commission
or other transaction charges. However, if you buy a call option on a futures
contract and you later exercise the option, you will acquire the future. This
will expose you to the risks described under "Futures" and "Contingent Liability
Investment Transactions".

WRITING OPTIONS: if you write an option, the risk involved is considerably
greater than buying options. You may be liable for margin to maintain your
position and a loss may be sustained well in excess of the premium received. By
writing an option, you accept a legal obligation to purchase or sell the
underlying asset if the option is exercised against you, however far the market
price has moved away from the exercise price. If you already own the underlying
asset that you have contracted to sell (when the options will be known as
"covered call options") the risk is reduced. If you do not own the underlying
asset ("uncovered call options") the risk can be unlimited. Only experienced
persons should contemplate writing uncovered options, and then only after
securing full details of the applicable conditions and potential risk exposure.

TRADITIONAL OPTIONS: certain London Stock Exchange member firms under special
exchange rules write a particular type of option called a "traditional option".
These may involve greater risk than other options. Two-way prices are not
usually quoted and there is no exchange market on which to close out an open
position or to affect an equal and opposite transaction to reverse an open
position. It may be difficult to assess its value or for the seller of such an
option to manage his exposure to risk.

Certain options markets operate on a margined basis, under which buyers do not
pay the full premium on their option at the time they purchase it. In this
situation you may subsequently be called upon to pay margin on the option up to
the level of your premium. If you fail to do so as required, your position may
be closed or liquidated in the same way as a futures position.

5.3 CONTRACTS FOR DIFFERENCES

Futures and options contracts can also be referred to as contracts for
differences. These can be options and futures on the FTSE 100 index or any other
index, as well as currency and interest rate swaps. However, unlike other
futures and options, these contracts can only be settled in cash. Investing in a
Contract for Differences carries the same risks as investing in a future or an
option and you should be aware of these as set out in Sections 5.1 and 5.2
respectively. Transactions in Contracts for Differences may also have a
contingent liability and you should be aware of the implications of this as set
out in Section 9.

5.4 SECURITISED DERIVATIVES

These instruments may give a time-limited or an absolute right to acquire or
sell one or more types of investment, which is normally exercisable against
someone other than the issuer of that investment. Alternatively, they may give
you rights under a contract for differences that allow for speculation on
fluctuation in the value of the property of any description or an index, such as
the FTSE 100 index. In both cases, the investment or property may be referred to
as the "underlying investment".

These instruments often involve a high degree of gearing or leverage, so that a
relatively small movement in the price of the underlying investment results in a
much larger movement, unfavourable or favourable, in the price of the
instrument. The price of these instruments can therefore be volatile.

These instruments have a limited life, and may (unless there is some form of
guaranteed return to the amount that you are investing in the product) expire
worthless if the underlying instrument does not perform as expected.

You should only buy this product if you are prepared to sustain a total or
substantial loss of the money that you have invested plus any commission or
other transactional charges. You should consider carefully whether or not this
product is suitable for you in light of your circumstances and financial
position, and if in any doubt please seek professional advice.

5.5 OFF-EXCHANGE TRANSACTIONS IN DERIVATIVES

It may not always be apparent whether or not a particular derivative is arranged
on exchange or in an off-exchange derivative transaction.

While some off-exchange markets are highly liquid, transactions in off-exchange
or "non transferable" derivatives may involve greater risk than investing in
on-exchange derivatives because there is no exchange market on which to close
out an open position. It may be impossible to liquidate an existing position, to
assess the value of the position arising from an off-exchange transaction or to
assess the exposure to risk. Bid prices and offer prices need not be quoted,
and, even where they are, they will be established by dealers in these
instruments and consequently it may be difficult to establish what a fair price
is.

6. MONEY MARKET INSTRUMENTS

Short-term money market instruments, such as US Treasury bills, commercial
paper, certificates of deposit, and repurchase agreements are not insured or
guaranteed and by investing in such instruments you may lose some or all of your
principal. Such instruments are also subject to interest rate, spread and credit
risks (the value of the money market instrument will fall in the event of a
default or reduced credit rating of the issuer).

7. FOREIGN MARKETS

Foreign markets will involve different risks from the UK markets. In some cases
the risks will be greater. The potential for profit or loss from transactions on
foreign markets or in foreign denominated contracts will be affected by
fluctuations in foreign exchange rates.

Investments in emerging markets are exposed to additional risks, including
accelerated inflation, exchange rate fluctuations, adverse repatriation laws and
fiscal measures, and macroeconomic and political distress.

8. EXCHANGE RATE RISK

A movement in exchange rates may affect, unfavourably as well as favourably, any
gain or loss on an investment.

9. CONTINGENT LIABILITY TRANSACTIONS

A contingent liability transaction is a transaction under the terms of which you
will or may be liable to make further payments (other than charges) when the
transaction falls to be completed or upon the earlier closing out of your
position. These payments may or may not be secured by an amount in money (or
represented by securities) deposited with a counterparty or a broker as a
provision against loss on transactions made on account (a MARGIN).

Contingent liability investment transactions for which a Margin is deposited (in
other words, which are MARGINED) require you to make a series of payments
against the purchase price, instead of paying the whole purchase price
immediately.

If you trade in futures, contracts for differences or sell options you may
sustain a total loss of the Margin you deposit with Threadneedle to establish or
maintain a position. If the market moves against you, you may be called upon to
pay a substantial additional Margin at short notice to maintain the position. If
you fail to do so within the time requires, your position may be liquidated at a
loss and you will be responsible for the resulting deficit.

Even if a transaction is not Margined, it may still carry an obligation to make
further payments in certain circumstances over and above any amount paid when
you entered the contract. Save as specifically provided by the FSA, Threadneedle
may only carry out Margined or contingent liability transactions with, or for
you, if they are traded on or under the rules of a UK or non-UK exchange that is
recognised by the FSA as suitable for use by UK investors (a RECOGNISED OR
DESIGNATED INVESTMENT EXCHANGE). Contingent liability transactions that are not
so traded may expose you to substantially greater risk.

10. LIMITED LIABILITY TRANSACTIONS

The amount you can lose in limited liability transactions will be less than in
other margined transactions, which have no predetermined loss limit.
Nevertheless, even though the extent of loss will be subject to the agreed
limit, you may sustain the loss in a relatively short time. Your loss may be
limited, but the risk of sustaining a total loss to the amount agreed is
substantial.

11. COLLATERAL

If you deposit collateral as security with Threadneedle, the way in which it
will be treated will vary according to the type of transaction and where it is
traded. There could be significant differences in the treatment of your
collateral, depending on whether you are trading on a Recognised or Designated
Investment Exchange, with the rules of that exchange (and the associated
clearing house) applying, or trading off-exchange. Deposited collateral may lose
its identity as your property once dealings on your behalf are undertaken. Even
if your dealings should ultimately prove profitable, you may not get back the
same assets that you deposited,

and may have to accept payment in cash. You should ascertain from Threadneedle
how your collateral will be dealt with.

12. COMMISSIONS

Before you begin to trade, you should obtain details of all commissions and
other charges for which you will be liable. If any charges are not expressed in
money terms (but, for example, as a percentage of contract value), you should
obtain a clear and written explanation, including appropriate examples, to
establish what such charges are likely to mean in specific money terms. In the
case of futures, when commission is charged as a percentage, it will normally be
as a percentage of the total contract value, and not simply as a percentage of
your initial payment.

13. NON READILY REALISABLE INVESTMENTS

Where the Designated Investments include any investments that are: (i)
government or public securities; or (ii) securities other than those that are or
will be admitted to official listing in an EEA state or that are or will be
regularly traded on or under the rules of a regulated market or other exchange,
there is no certainty that market makers will be prepared to deal in such
investments and adequate information for determining the current value of such
investments may be unavailable.

Real property and securities of entities dealing in real property may not always
be readily saleable and their value can be a matter of opinion.

14. SECURITIES THAT MAY BE SUBJECT TO STABILISATION

Stabilisation enables the market price of a security to be maintained
artificially during the period when a new issue of securities is sold to the
public. Stabilisation may affect not only the price of the new issue but also
the price of other securities relating to it.

The FSA allows stabilisation in order to help counter the fact that, when a new
issue comes onto the market for the first time, the price can sometimes drop for
a time before buyers are found.

Stabilisation is carried out by a "stabilisation manager" (normally the firm
chiefly responsible for bringing a new issue to market). As long as the
stabilisation manager follows a strict set of rules, it is entitled to buy back
shares that were previously sold to investors or allotted to institutions that
have decided not to keep the shares. The effect of this may be to keep the price
at a higher level than it would otherwise be during the period of stabilisation.

The stabilisation rules: (1) limit the period when a stabilisation manager may
stabilise a new issue; (2) fix the price at which it may stabilise (in the case
of shares and warrants but not bonds); and (3) require it to disclose that it
may stabilise but not that it is actually doing so.

The fact that a new issue or a related security is being stabilised should not
be taken as any indication of the level of interest from investors, nor of the
price at which they are prepared to buy the securities.

15. INVESTMENTS IN COLLECTIVE INVESTMENT SCHEMES

Where the Designated Investments include collective investment schemes, you
should be aware of the potential exposure to the asset classes of underlying
collective investment schemes in the context of all their investments. In
respect of any services provided by Threadneedle relating to units in a
regulated collective investment scheme, you may have no right to cancel any such
transaction under the FSA rules.

16. SUSPENSIONS OF TRADING

Under certain trading conditions it may be difficult or impossible to liquidate
a position. This may occur, for example, at times of rapid price movement if the
price rises or falls in one trading session to such an extent that under the
rules of the relevant exchange trading is suspended or restricted. Placing a
stop-loss order will not necessarily limit your losses to the intended amounts,
because market conditions may make it impossible to execute such an order at the
stipulated price.

17. CLEARING HOUSE PROTECTIONS

On many exchanges, the performance of a transaction by Threadneedle (or a third
party with whom Threadneedle is dealing on your behalf) is "guaranteed" by the
exchange or clearing house. However, this guarantee is unlikely in most
circumstances to cover you, and may not protect you if Threadneedle or another
party defaults on its obligations to you. On request, your firm must explain any
protection provided to you under the clearing guarantee applicable to any
on-exchange derivatives in which you are dealing. There is no clearing house for
traditional options, nor normally for off-exchange instruments that are not
traded under the rules of a Recognised or Designated Investment Exchange.

18. INSOLVENCY

Threadneedle's insolvency or default, or that of any other brokers involved with
your transaction, may lead to positions being liquidated or closed out without
your consent. In certain circumstances you may not get back the actual assets
that you lodged as collateral and you may have to accept any available payments
in cash.

19. UNSOLICITED REAL TIME COMMUNICATIONS

In the interests of the proper management and administration of the Funds,
Threadneedle or its delegates, agents or employees may call upon you by
telephone or visit or otherwise communicate with you without express invitation.
The circumstances, if any, in which those communications may be made will be as
agreed between the parties from time to time.

20. PACKAGED PRODUCTS

Threadneedle may effect transactions in packaged products.

21. OVERSEAS BUSINESS

Threadneedle may conduct investment business from an office outside the UK or
may make an introduction or arrangements or give advice on investments with a
view to overseas brokers or other third parties conducting investment business
with you from an office outside the UK. Where this is the case, you should note
that in some or all respects the regulatory system applying, including any
compensation arrangements, may be different from that of the UK.

22. GENERAL

The value of investments and the income from them is not guaranteed and may
fluctuate and the value of the funds at any time may be more or less than the
initial value.

The market for some investments may be made by less than three independent
market makers.

In-house funds may be subject to charges and expenses that are not made
uniformly throughout the life of the investment.

You should also take note of and understand the risk factors included in the
Prospectus for each Fund.

By signing this Agreement, you acknowledge that you have read, understood and
accepted the risk warnings set out above.

APPENDIX 2

TINTL BUNDLED BROKERAGE ARRANGEMENTS

TINTL may effect transactions or arrange for the effecting of transactions
through brokers with whom it has "bundled brokerage" arrangements. The benefits
provided under such arrangements will assist TINTL in the provision of
investment services to RiverSource. Specifically, TINTL may agree that a broker
shall be paid a commission in excess of the amount another broker would have
charged for effecting such transaction so long as, in the good faith judgement
of TINTL, the amount of the commission is reasonable in relation to the value of
the brokerage and other services received or paid for by such broker. Such
services, which may take the form of research or execution-related services, may
be used by TINTL in connection with transactions in which RiverSource will not
participate.

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AMENDED AND RESTATED SUBADVISORY AGREEMENT This Amended and Restated Subadvisory Agreement, dated June 11, 2008 (the "Agreement"), by and between RiverSource Investments, LLC, a Minnesota limited liability company ("RiverSource"), and Threadneedle...

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