SUBADVISORY AGREEMENT
Agreement made as of the 23rd day of September, 2005 by and between
Ameriprise Financial, Inc., a Delaware corporation ("Investment Manager"), and
MDT Advisers, a division of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLC, a Delaware
corporation ("Subadviser").
WHEREAS the Fund listed in Schedule A is a series of an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act").
WHEREAS Investment Manager entered into an Investment Management
Services Agreement (the "Advisory Agreement") with the Fund pursuant to which
Investment Manager provides investment advisory services to the Fund.
WHEREAS Investment Manager and the Fund each desire to retain Subadviser
to provide investment advisory services to the Fund as a growth-style investment
manager, and Subadviser is willing to render such investment advisory services.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Subadviser's Duties.
(a) Portfolio Management. Subject to supervision by Investment
Manager and the Fund's Board of Directors (the "Board"),
Subadviser shall manage the investment operations and the
composition of that portion of assets of the Fund which is
allocated to Subadviser from time to time by Investment Manager
(which portion may include any or all of the Fund's assets),
including the purchase, retention, and disposition thereof, in
accordance with the Fund's investment objectives, policies, and
restrictions, and subject to the following understandings:
(i) Investment Decisions. Subadviser shall determine from
time to time what investments and securities will be
purchased, retained, or sold with respect to that
portion of the Fund allocated to it by Investment
Manager, and what portion of such assets will be
invested or held uninvested as cash. Subadviser is
prohibited from consulting with any other subadviser of
the Fund concerning transactions of the Fund in
securities or other assets, other than for purposes of
complying with the conditions of Rule 12d3-1(a) or (b)
of the 1940 Act. Subadviser will not be responsible for
voting proxies issued by companies held in the Fund.
Subadviser will not be responsible for filing claims in
class action settlements related to securities currently
or previously held by that portion of the Fund allocated
to it by Investment Manager.
(ii) Investment Limits. In the performance of its duties and
obligations under this Agreement, Subadviser shall act
in conformity with applicable limits and requirements,
as amended from time to time, as set forth in the (A)
Fund's Prospectus and Statement of Additional
Information ("SAI"); (B) instructions and directions of
Investment Manager and of the Board; (C) requirements of
the 1940 Act, the Internal Revenue Code of 1986, as
amended, as applicable to the Fund, and all other
applicable 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 Subadviser.
(iii) Portfolio Transactions.
(A) Trading. With respect to the securities and
other investments to be purchased or sold for
the Fund, Subadviser 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 Investment Manager or Subadviser) selected
by Subadviser; provided, however, that such
orders shall be consistent with the brokerage
policy set forth in the Fund's Prospectus and
SAI, or approved by the Board; conform with
federal securities laws; and be consistent with
seeking best execution. Within the framework of
this policy, Subadviser 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 Subadviser's other clients
may be a party.
(B) Aggregation of Trades. On occasions when
Subadviser deems the purchase or sale of a
security or futures contract to be in the best
interest of the Fund as well as other clients of
Subadviser, Subadviser, 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 in order to seek best execution. 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 Subadviser in the manner
Subadviser considers to be the most equitable
and consistent with its fiduciary obligations to
the Fund and to such other clients.
(iv) Records and Reports. Subadviser (A) shall maintain such
books and records as are required based on the services
provided by Subadviser pursuant to this Agreement under
the 1940 Act and as are necessary for Investment Manager
to meet its record keeping obligations generally set
forth under Section 31 and related rules thereunder, (B)
shall render to the Board such periodic and special
reports as the Board or Investment Manager may
reasonably request in writing, and (C) shall meet with
any persons at the request of Investment Manager or the
Board for the purpose
of reviewing Subadviser's performance under this
Agreement at reasonable times and upon reasonable
advance written notice.
(v) Transaction Reports. Subadviser shall provide the Fund's
custodian on each business day with information relating
to all transactions concerning the Fund's assets.
(b) Compliance Program and Ongoing Certification(s). As requested,
Subadviser shall timely provide to Investment Manager (i)
information and commentary for the Fund's annual and semi-annual
reports, in a format approved by Investment Manager, and shall
(A) certify that such information and commentary does not
contain any untrue statement of a material fact or omit to state
a material fact necessary to make the information and commentary
not misleading, and (B) provide additional certifications
related to Subadviser's management of the Fund in order to
support the Fund's filings on Form N-CSR and Form N-Q, and the
Fund's Principal Executive Officer's and Principal Financial
Officer's certifications under Rule 30a-2 of the 1940 Act,
thereon; (ii) a quarterly sub-certification with respect to
compliance matters related to Subadviser and the Subadviser's
management of the Fund, in a format reasonably requested by
Investment Manager, as it may be amended from time to time; and
(iii) an annual certification from the Subadviser's Chief
Compliance Officer, appointed under Rule 206(4)-7 of the
Investment Advisers Act of 1940 (the "Advisers Act"), or his or
her designee with respect to the design and operation of
Subadviser's compliance program, in a format reasonably
requested by Investment Manager.
(c) Maintenance of Records. Subadviser shall timely furnish to
Investment Manager all information relating to Subadviser's
services hereunder which are needed by Investment Manager to
maintain the books and records of the Fund required under the
1940 Act. Subadviser shall maintain for the Fund 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 Subadviser and Investment Manager.
Subadviser agrees that all records which it maintains for the
Fund are the property of the Fund and Subadviser will surrender
promptly to the Fund any of such records upon the Fund's
request; provided, however, that Subadviser may retain a copy of
such records. Subadviser 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.
(d) Fidelity Bond and Code of Ethics. Subadviser will provide the
Fund with reasonable evidence that, with respect to its
activities on behalf of the Fund, Subadviser is maintaining (i)
adequate fidelity bond insurance and (ii) an appropriate Code of
Ethics and related reporting procedures.
(e) Confidentiality. Subadviser agrees that it shall exercise the
same standard of care that it uses to protect its own
confidential and proprietary information, but no less than
reasonable care, to protect the confidentiality of the Portfolio
Information.
As used herein "Portfolio Information" means confidential and
proprietary information with regard to the portfolio holdings
and characteristics of the portion of the Fund allocated to
Subadviser, that Subadviser manages under the terms of this
Agreement. Subadviser will restrict access to the Portfolio
Information to those employees of Subadviser who will use it
only for the purpose of managing its portion of the Fund. The
foregoing shall not prevent Subadviser from disclosing Portfolio
Information that is (1) publicly known or becomes publicly known
through no unauthorized act, (2) rightfully received from a
third party without obligation of confidentiality, (3) approved
in writing by Investment Manager for disclosure, or (4) required
to be disclosed pursuant to a requirement of a governmental
agency or law so long as Subadviser provides Investment Manager
with prompt written notice of such requirement prior to any such
disclosure.
2. Investment Manager's Duties. Investment Manager shall continue to have
responsibility for all other services to be provided to the Fund
pursuant to the Advisory Agreement and shall oversee and review
Subadviser's performance of its duties under this Agreement. Investment
Manager shall also retain direct portfolio management responsibility
with respect to any assets of the Fund which are not allocated by it to
the portfolio management of Subadviser as provided in paragraph 1(a)
hereof or to any other subadviser. Investment Manager will periodically
provide to Subadviser a list of the affiliates of Investment Manager or
the Fund to which investment restrictions apply, and will specifically
identify in writing (a) all publicly traded companies in which the Fund
may not invest, together with ticker symbols for all such companies
(Subadviser will assume that any company name not accompanied by a
ticker symbol is not a publicly traded company), and (b) any affiliated
brokers and any restrictions that apply to the use of those brokers by
the Fund. The Investment Manager shall provide file transfer software to
the Subadviser. The purpose of this software is to facilitate the
transfer of electronic files of transaction and holdings data from the
Subadviser to the Fund's custodian. The cost of this software will be
borne by the Investment Manager. In addition the Investment Manager will
provide notice to the Subadviser on a daily basis of the reconciliation
of the securities positions sent to the Investment Manager via the file
transfer software and the related positions on the records of the
Investment Manager.
3. Documents Provided to Subadviser. Investment Manager has delivered or
will deliver to Subadviser current copies and supplements thereto of
each of the Prospectus and SAI pertaining to the Fund, and will promptly
deliver to it all future amendments and supplements, if any.
4. Compensation of Subadviser. For the services provided and the expenses
assumed pursuant to this Agreement, Investment Manager will pay to
Subadviser, 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, from the Fund's assets at the annual
rates as a percentage of the Fund's average daily net assets set forth
in the attached Schedule A which Schedule can be modified from time to
time upon mutual agreement of the parties to reflect changes in annual
rates, subject to appropriate
approvals required by the 1940 Act, if any. 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 Subadviser. Subadviser agrees to perform faithfully the
services required to be rendered to the Fund under this Agreement, but
nothing herein contained shall make Subadviser or any of its officers,
partners, or employees liable for any loss sustained by the Fund or its
officers, directors, or shareholders, Investment Manager, or any other
person on account of the services which Subadviser may render or fail to
render under this Agreement; provided, however, that nothing herein
shall protect Subadviser against liability to the Fund or to any of its
shareholders, to which Subadviser 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 Subadviser from any liabilities, which it may have under
the Securities Act of 1933, as amended, (the "1933 Act") or the 1940
Act. Subadviser does not warrant that the portion of the assets of the
Fund managed by Subadviser will achieve any particular rate of return or
that its performance will match any benchmark index or other standard or
objective.
6. Representations of Subadviser. Subadviser represents and warrants as
follows:
(a) Subadviser (i) is registered as an investment adviser 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 appointed a Chief
Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv)
as of October 5, 2004, has adopted written policies and
procedures that are reasonably designed to prevent violations of
the Advisers Act from occurring, detect violations that have
occurred, correct promptly any violations that have occurred,
and will provide promptly notice of any material violations
relating to the Fund to Investment Manager; (v) has met and will
seek to continue to meet for so long as this Agreement remains
in effect, any other applicable federal or state requirements,
or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform
the services contemplated by this Agreement; (vi) has the
authority to enter into and perform the services contemplated by
this Agreement; and (vii) will promptly notify Investment
Manager of the occurrence of any event that would disqualify
Subadviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
(b) Subadviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and will
provide Investment Manager with a copy of the code of ethics.
Within 60 days of the end of the last calendar quarter of each
year that this Agreement is in effect, a duly authorized officer
of
Subadviser shall certify to Investment Manager that Subadviser
has complied with the requirements of Rule 17j-1 during the
previous year and that there has been no material violation of
Subadviser's code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to such
violation.
(c) Subadviser has provided Investment Manager with a copy of its
Form ADV Part II, which as of the date of this Agreement is its
Form ADV Part II as most recently deemed to be filed with the
Securities and Exchange Commission ("SEC"), and promptly will
furnish a copy of all amendments to Investment Manager at least
annually.
(d) Subadviser will promptly notify Investment Manager of any
changes in the Controlling Shareholders/Managing Partners or in
the key personnel who are either the portfolio manager(s)
responsible for the Fund or the Subadviser's Chief Executive
Officer or President, or if there is otherwise an actual or
expected change in control or management of Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates will
in any way refer directly or indirectly to its relationship with
the Fund or Investment Manager, or any of their respective
affiliates in offering, marketing, or other promotional
materials without the prior written consent of Investment
Manager.
7. Representations of Investment Manager. Investment Manager represents and
warrants as follows:
(a) Investment Manager (i) is registered as an investment adviser
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 federal or state
requirements, or the applicable requirements of any 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
Subadviser of the occurrence of any event that would disqualify
Investment Manager from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
(b) Investment Manager agrees that neither it nor any of its
affiliates will in any way refer directly or indirectly to its
relationship with Subadviser, or any of its affiliates in
offering, marketing, or other promotional materials without the
prior written consent of Subadviser.
8. Liability and Indemnification.
(a) Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Subadviser, any of its affiliates and
any of the officers, partners, employees, consultants, or agents
thereof shall not be liable for any losses, claims,
damages, liabilities, or litigation (including legal and other
expenses) incurred or suffered by the Fund, Investment Manager,
or any of its affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof
(as described in Section 15 of the 1933 Act) (collectively,
"Fund and Investment Manager Indemnitees") as a result of any
error of judgment or mistake of law by Subadviser with respect
to the Fund, except that nothing in this Agreement shall operate
or purport to operate in any way to exculpate, waive, or limit
the liability of Subadviser for, and Subadviser shall indemnify
and hold harmless the Investment Manager Indemnitees against any
and all losses, claims, damages, liabilities, or litigation
(including reasonable legal and other expenses) to which any of
the Investment Manager Indemnitees may become subject under the
1933 Act, the 1940 Act, the Advisers Act, or under any other
statute, at common law, or otherwise arising out of or based on
(i) any willful misconduct, bad faith, reckless disregard, or
gross negligence of Subadviser in the performance of any of its
duties or obligations hereunder; (ii) any untrue statement of a
material fact regarding the Subadviser contained in the
Prospectus and SAI, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Fund or
the omission to state therein a material fact regarding the
Subadviser known to Subadviser which was required to be stated
therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance
upon written information furnished to Investment Manager or the
Fund by the Subadviser Indemnitees (as defined below) for use
therein; or (iii) any violation of federal or state statutes or
regulations by Subadviser. It is further understood and agreed
that Subadviser may rely upon information furnished to it by
Investment Manager that it reasonably believes to be accurate
and reliable. The federal securities laws impose liabilities in
certain circumstances on persons who act in good faith, and
therefore nothing herein shall in any way constitute a waiver of
limitation of any rights which Investment Manager may have under
any securities laws.
(b) Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Investment Manager and the Fund shall
not be liable for any losses, claims, damages, liabilities, or
litigation (including legal and other expenses) incurred or
suffered by Subadviser or any of its affiliated persons thereof
(within the meaning of Section 2(a)(3) of the 0000 Xxx) or
controlling persons (as described in Section 15 of the 1933 Act)
(collectively, "Subadviser Indemnitees") as a result of any
error of judgment or mistake of law by Investment Manager with
respect to the Fund, except that nothing in this Agreement shall
operate or purport to operate in any way to exculpate, waive, or
limit the liability of Investment Manager for, and Investment
Manager shall indemnify and hold harmless the Subadviser
Indemnitees against any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and other
expenses) to which any of the Subadviser Indemnitees may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, or
under any other statute, at common law, or otherwise arising out
of or based on (i) any willful misconduct, bad faith, reckless
disregard, or negligence of Investment Manager in the
performance of any of its duties or obligations hereunder; (ii)
any untrue statement of a material fact contained in the
Prospectus and SAI, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Fund or
the omission to state therein a material fact known to
Investment Manager which was required to be stated therein or
necessary to make the statements therein not misleading, unless
such statement or omission concerned the subadviser and was made
in reliance upon written information furnished to Investment
Manager or the Fund by a Subadviser Indemnitee for use therein,
or (iii) any violation of federal or state statutes or
regulations by Investment Manager or the Fund.
(c) After receipt by Investment Manager or Subadviser, its
affiliates, or any officer, director, employee, or agent of any
of the foregoing, entitled to indemnification as stated in (a)
or (b) above ("Indemnified Party") of notice of the commencement
of any action, if a claim in respect thereof is to be made
against any person obligated to provide indemnification under
this section ("Indemnifying Party"), such Indemnified Party
shall notify the Indemnifying Party in writing of the
commencement thereof as soon as practicable after the summons or
other first written notification giving information of the
nature of the claim that has been served upon the Indemnified
Party; provided that the failure to so notify the Indemnifying
Party will not relieve the Indemnifying Party from any liability
under this section, except to the extent that the omission
results in a failure of actual notice to the Indemnifying Party
and such Indemnifying Party is damaged solely as a result of the
failure to give such notice. The Indemnifying Party, upon the
request of the Indemnified Party, shall retain counsel
satisfactory to the Indemnified Party to represent the
Indemnified Party in the proceeding, and shall pay the fees and
disbursements of such counsel related to such proceeding. In any
such proceeding, any Indemnified Party shall have the right to
retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless
(1) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel, or (2) the
named parties to any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation by both parties by the same counsel
would be inappropriate due to actual or potential differing
interests between them. The Indemnifying Party shall not be
liable for any settlement of any proceeding effected without its
written consent, which consent shall not be unreasonably
withheld, but if settled with such consent or if there be a
final judgment for the plaintiff, the Indemnifying Party agrees
to indemnify the Indemnified Party from and against any loss or
liability by reason of such settlement or judgment.
9. 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 Board members 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 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, 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 Subadviser. This Agreement may also be terminated, without
the payment of any penalty, by Investment Manager (i) upon 60
days' written notice to Subadviser; (ii) upon material breach by
Subadviser of any representations and warranties set forth in
this Agreement, if such breach has not been cured within 20 days
after written notice of such breach; or (iii) immediately if, in
the reasonable judgment of Investment Manager, Subadviser
becomes unable to discharge its duties and obligations under
this Agreement, including circumstances such as the insolvency
of Subadviser or other circumstances that could adversely affect
the Fund. Subadviser may terminate this Agreement at any time,
without payment of any penalty, (1) upon 60 days' written notice
to Investment Manager; or (2) upon material breach by Investment
Manager of any representations and warranties set forth in the
Agreement, if such breach has not been cured within 20 days
after written notice of such breach. This Agreement shall
terminate automatically in the event of its assignment (as
defined in the 0000 Xxx) or upon the termination of the Advisory
Agreement.
(c) In the event of termination of the Agreement, those paragraphs
of the Agreement which govern conduct of the parties' future
interactions with respect to the Subadviser having provided
investment management services to the Fund(s) for the duration
of the Agreement, including, but not limited to, paragraphs
1(a)(iv)(A), 1(d), 1(e), 5, 8(a), 8(b), 8(c), 15, 17, and 18,
shall survive such termination of the Agreement.
10. Subadviser's Services Are Not Exclusive. Nothing in this Agreement shall
limit or restrict the right of Subadviser or any of its partners,
officers, or employees 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 Subadviser's right to engage in any other business or to render
services of any kind to any other mutual fund, corporation, firm,
individual, or association.
11. References to Subadviser. During the term of this Agreement, Investment
Manager agrees to furnish to Subadviser at its principal office all
prospectuses, proxy statements, reports to shareholders, sales
literature, or other material prepared for distribution to sales
personnel, shareholders of the Fund or the public, which refer to
Subadviser or its clients in any way, prior to use thereof and not to
use such material if Subadviser reasonably
objects in writing five business days (or such other time as may be
mutually agreed upon) after receipt thereof. Sales literature may be
furnished to Subadviser hereunder by first-class or overnight mail,
electronic or facsimile transmission, or hand delivery.
12. 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.
Subadviser:
Xxxx X. Xxxxx, Director of Operations
MDT Advisers, a division of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxx LLC
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Tel: (617)234-2222 ext. 662
Fax: (000) 000-0000
Investment Manager:
Xxx X. Xxxxxxx
Vice President, Funds Operations and Compliance
Ameriprise Financial
0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
with a copy to:
Xxxxxxxxxxx X. Xxxxxxxx
Counsel
Ameriprise Financial
00000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
13. Amendments. This Agreement may be amended by mutual consent, subject to
approval by the Board and the Fund's shareholders to the extent required
by the 1940 Act.
14. Assignment. No assignment of this Agreement (as defined in the 0000 Xxx)
shall be made by Investment Manager without the prior written consent of
the Fund and Investment Manager. Notwithstanding the foregoing, no
assignment shall be deemed to result from any changes in the directors,
officers, or employees of Investment Manager or Subadviser except as may
be provided to the contrary in the 1940 Act or the rules and regulations
thereunder.
15. Governing Law. This Agreement, and, in the event of termination of the
Agreement, those paragraphs that survive such termination of the
Agreement under paragraph 9, 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.
16. Entire Agreement. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
17. 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 and, in the
event of termination of the Agreement, those paragraphs that survive
such termination of the Agreement under paragraph 9, shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors.
18. 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.
19. Headings. The headings in this Agreement are intended solely as a
convenience and are not intended to modify any other provision herein.
20. 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.
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.
AMERIPRISE FINANCIAL, INC. MDT ADVISERS, A DIVISION OF
XXXXXX XXXXXXX XXXXXXXX &
XXXXX LLC
By: /s/ Xxxxx X. Xxxxx By: /s/ X. Xxxxxx Xxxxxx
--------------------------- ------------------------
Signature Signature
Name: Xxxxx X. Xxxxx Name: X. Xxxxxx Xxxxxx
--------------------------- ------------------------
Printed Printed
Title: Senior Vice President - Title: President and CEO
Mutual Funds
SUBADVISORY AGREEMENT
SCHEDULE A
Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be
calculated in accordance with the following schedule:
Average Daily Net Assets Rate
------------------------ ----
All Assets 60 basis points
It is the expectation of the parties that the assets subject to the Subadivser's
investment discretion will not normally exceed $100 million.
The rates set forth above apply to average daily net assets that are subject to
the Subadviser's investment discretion in the following fund:
RiverSource Small Cap Growth Fund (prior to Oct. 1, 2005, AXP Partner's
Small Cap Growth Fund), a series of AXP Strategy Series, Inc.
Date: September 23, 2005
