INVESTMENT MANAGEMENT SERVICES TRANSFER AGREEMENT
THIS TRANSFER AGREEMENT (the "Agreement"), dated as of
September 29, 2005, is by and between Ameriprise Financial, Inc., a corporation
organized under the laws of the State of Delaware (fka American Express
Financial Corporation) (the "Transferor"), and RiverSource Investments, LLC, a
limited liability company organized under the laws of the State of Minnesota
(fka American Express Asset Management Group Inc.) (the "Transferee").
WHEREAS, Transferor has entered into the investment management
services agreements listed on the attached Exhibit A, as such agreements have
been amended, supplemented or revised from time to time (the "Investment
Management Agreements"), with the parties listed on Exhibit A (the "Advisory
Clients") on behalf of each of their underlying series (together, with the
Advisory Clients, the "Funds");
WHEREAS, Transferee is a wholly-owned subsidiary of
Transferor;
WHEREAS, Transferor is the managing member of Transferee;
WHEREAS, Transferor, as part of a corporate restructuring, has
determined to transfer the Investment Management Agreements to Transferee, and
Transferee has agreed to assume the rights and obligations of Transferor under
the Investment Management Agreements, as set forth herein;
WHEREAS, Transferor has provided a copy of this Agreement, in
the form set forth herein, to the Funds; and
WHEREAS, the transfer of the Investment Management Agreements
pursuant to this Agreement will not result in (a) a change of actual control or
management of the investment adviser to the Funds; (b) a material change in the
nature or the level of actual investment management services provided to the
Funds; or (c) a change in the investment management personnel who manage the
assets of the Funds and, therefore, is not an assignment for purposes of the
Investment Company Act of 1940, as amended, or the Investment Advisers Act of
1940, as amended.
NOW, THEREFORE, for and in consideration of the foregoing and
the mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:
1. Transfer. Effective as of October 1, 2005, Transferor hereby assigns and
transfers (collectively, the "Transfer") to Transferee all of Transferor's
right, title, benefit, privileges and interest in and to, and all of
Transferor's burdens, obligations and liabilities in connection with, the
Investment Management Agreements; provided, however, that Transferor is not
transferring or assigning, and shall remain responsible for, all liabilities
that Transferor otherwise would have had but for the Transfer arising out of or
otherwise relating to Transferor's performance under the Investment Management
Agreements prior to the date of this Agreement. Transferee hereby accepts the
Transfer and assumes and agrees to observe and perform all of the duties,
obligations, terms, provisions and covenants, and to pay and discharge all of
the liabilities
of Transferor to be observed, performed, paid or discharged from and after the
date of this Agreement, in connection with the Investment Management Agreements.
Except as provided herein, the Investment Management Agreements shall have the
same force and effect as if such agreements were executed by Transferee.
2. Books and Records. Transferor agrees to work with Transferee to effect
an orderly transition of the books and records required to be transferred in
connection with the transfer of the Investment Management Agreements, which
transition shall not exceed a reasonable period of time following the transfer
of the Investment Management Agreements. During the transition period,
Transferor agrees to make any such books and records available to Transferee
upon request.
3. Further Actions. Transferor shall provide notice of the Transfer and a
copy of this Agreement to the Funds to the extent required by the terms of the
Investment Management Agreements.
4. Entire Agreement; Amendment. This Agreement sets forth the entire
understanding and agreement between the parties with respect to the transactions
contemplated hereby and supersedes and replaces any prior understanding,
agreement or statement of intent, in each case written or oral, of any kind and
every nature with respect hereto.
5. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the date and year first above
written.
AMERIPRISE FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
RIVERSOURCE INVESTMENTS, LLC
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President, Chairman of the Board
and Chief Investment Officer
EXHIBIT A
Investment Management Services Agreements
Investment Management Services Agreements entered into between Ameriprise
Financial, Inc. and the following Funds:
AXP California Tax-Exempt Trust
RiverSource California Tax-Exempt Fund
AXP Discovery Series, Inc.
RiverSource Core Bond Fund
RiverSource Discovery Fund
RiverSource Income Opportunities Fund
RiverSource Inflation Protected Securities Fund
RiverSource Limited Duration Bond Fund
AXP Equity Series, Inc.
RiverSource Mid Cap Growth Fund
AXP Fixed Income Series, Inc.
RiverSource Diversified Bond Fund
AXP Global Series, Inc.
RiverSource Global Balanced Fund
AXP Government Income Series, Inc.
RiverSource U.S. Government Mortgage Fund
AXP Growth Series, Inc.
RiverSource Disciplined Equity Fund
RiverSource Large Cap Equity Fund
RiverSource Large Cap Value Fund
AXP International Series, Inc.
RiverSource European Equity Fund
RiverSource International Opportunity Fund
AXP Investment Series, Inc.
RiverSource Mid Cap Value Fund
AXP Market Advantage Series, Inc.
RiverSource Portfolio Builder Aggressive Fund
RiverSource Portfolio Builder Conservative Fund
RiverSource Portfolio Builder Moderate Fund
RiverSource Portfolio Builder Moderate Aggressive Fund
RiverSource Portfolio Builder Moderate Conservative Fund
RiverSource Portfolio Builder Total Equity Fund
RiverSource S&P 500 Index Fund
RiverSource Small Company Index Fund
AXP Money Market Series, Inc.
RiverSource Cash Management Fund
AXP Partners International Series, Inc.
RiverSource International Aggressive Growth Fund
RiverSource International Equity Fund
RiverSource International Select Value Fund
RiverSource International Small Cap Fund
AXP Partners Series, Inc.
RiverSource Aggressive Growth Fund
RiverSource Fundamental Growth Fund
RiverSource Fundamental Value Fund
RiverSource Select Value Fund
RiverSource Small Cap Equity Fund
RiverSource Small Cap Value Fund
RiverSource Value Fund
AXP Sector Series, Inc.
RiverSource Dividend Opportunity Fund
RiverSource Real Estate Fund
AXP Selected Series, Inc.
RiverSource Precious Metals Fund
AXP Special Tax-Exempt Series Trust
RiverSource Insured Tax-Exempt Fund
RiverSource Massachusetts Tax-Exempt Fund
RiverSource Michigan Tax-Exempt Fund
RiverSource Minnesota Tax-Exempt Fund
RiverSource New York Tax-Exempt Fund
RiverSource Ohio Tax-Exempt Fund
AXP Strategy Series, Inc.
RiverSource Equity Value Fund
RiverSource Small Cap Advantage Fund
RiverSource Small Cap Growth Fund
RiverSource Strategy Aggressive Fund
AXP Tax-Exempt Series, Inc.
RiverSource Intermediate Tax-Exempt Fund
RiverSource Tax-Exempt Bond Fund
AXP Tax-Free Money Series, Inc.
RiverSource Tax-Exempt Money Market Fund
AXP Variable Portfolio - Income Series, Inc.
RiverSource Variable Portfolio - Core Bond Fund
RiverSource Variable Portfolio - Diversified Bond Fund
RiverSource Variable Portfolio - Global Bond Fund
RiverSource Variable Portfolio - Global Inflation Protected Securities Fund
RiverSource Variable Portfolio - High Yield Bond Fund
RiverSource Variable Portfolio - Income Opportunities Fund
RiverSource Variable Portfolio - Short Duration U.S. Government Fund
AXP Variable Portfolio - Investment Series, Inc.
RiverSource Variable Portfolio - Emerging Markets Fund
RiverSource Variable Portfolio - Growth Fund
RiverSource Variable Portfolio - International Opportunity Fund
RiverSource Variable Portfolio - Large Cap Equity Fund
RiverSource Variable Portfolio - Large Cap Value Fund
RiverSource Variable Portfolio - Mid Cap Growth Fund
RiverSource Variable Portfolio - Mid Cap Value Fund
RiverSource Variable Portfolio - New Dimensions Fund
RiverSource Variable Portfolio - S&P 500 Index Fund
RiverSource Variable Portfolio - Small Cap Advantage Fund
RiverSource Variable Portfolio - Strategy Aggressive Fund
AXP Variable Portfolio - Managed Series, Inc.
RiverSource Variable Portfolio - Balanced Fund
RiverSource Variable Portfolio - Diversified Equity Income Fund
AXP Variable Portfolio - Money Market Series, Inc.
RiverSource Variable Portfolio - Cash Management Fund
AXP Variable Portfolio - Partners Series, Inc.
RiverSource Variable Portfolio - Select Value Fund
RiverSource Variable Portfolio - Small Cap Value Fund
AXP Variable Portfolio - Select Series, Inc.
RiverSource Variable Portfolio - Core Equity Fund
Growth Trust
Growth Portfolio
Growth Trends Portfolio
Growth and Income Trust
Balanced Portfolio
Equity Portfolio
Equity Income Portfolio
Total Return Portfolio
Income Trust
Government Income Portfolio
High Yield Portfolio
Quality Income Portfolio
Tax-Free Income Trust
Tax-Free High Yield Portfolio
World Trust
Emerging Markets Portfolio
World Growth Portfolio
World Income Portfolio
World Technologies Portfolio
