CUSTODIAN AGREEMENT
AMENDED AND RESTATED
This Custodian Agreement, first entered into as of October 1, 2005
("Agreement"), and amended as of September 14, 2006, is by and between
Ameriprise Trust Company, a corporation organized under the laws of the state
of Minnesota with its principal place of business at Minneapolis, Minnesota
("Custodian"), and the Corporations and Trusts ("Registrants"), each on behalf
of its underlying series listed in Schedule A (the terms "Fund" or "Funds" are
used to refer to either the Registrants or the underlying series as context
requires). The Fund and the Custodian are collectively referred to as the
"parties."
WHEREAS, the Fund desires that its securities and cash be hereafter held and
administered by the Custodian pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Fund and the Custodian agree as follows:
Section 1. Definitions
----------------------
The word "securities" as used herein shall be construed to include, without
being limited to, shares, stocks, treasury stocks, including any stocks of the
Fund, notes, bonds, debentures, evidences of indebtedness, options to buy or
sell stocks or stock indexes, certificates of interest or participation in any
profit-sharing agreements, collateral trust certificates, preorganization
certificates or subscriptions, transferable shares, investment contracts,
voting trust certificates, certificates of deposit for a security, fractional
or undivided interests in oil, gas or other mineral rights, or any
certificates of interest or participation in, temporary or interim
certificates for, receipts for, guarantees of, or warrants or rights to
subscribe to or purchase any of the foregoing, acceptances and other
obligations and any evidence of any right or interest in or to any cash,
property or assets and any interest or instrument commonly known as a
security. In addition, for the purpose of this Agreement, the word
"securities" also shall include other instruments in which the Fund may invest
including currency forward contracts and commodities such as interest rate or
index futures contracts, margin deposits on such contracts or options on such
contracts.
The words "custodian order" shall mean a request for direction, including a
computer printout directed to the Custodian and signed in the name of the Fund
on behalf of the Fund by any individual designated in the current certified
list referred to in Section 2.
The word "facsimile" shall mean an exact copy or likeness, which is
electronically transmitted for instant reproduction.
Section 2. Names, Titles and Signatures of Authorized Persons
-------------------------------------------------------------
The Fund will certify to the Custodian the names and signatures of its present
officers and other designated persons authorized on behalf of the Fund to
direct the Custodian by custodian order as herein before defined. The Fund
agrees that whenever any change occurs in this list it will provide to the
Custodian a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Fund as having been duly adopted by the Fund's Board of
Directors or Trustees (the "Board") or the Executive Committee of the Board
designating those persons currently authorized on behalf of the Fund to direct
the Custodian by custodian order. Upon the Custodian's receipt of such a
certified resolution (to be accompanied by specimen signatures of the
designated persons), the persons so designated in such resolution shall
constitute the current certified list. The Custodian is authorized to rely and
act upon the
Page 2
names and signatures of the individuals as they appear in the most recent list
from the Fund which has been delivered to the Custodian as herein above
provided.
Section 3. Use of Subcustodians
-------------------------------
The Custodian may make arrangements, where appropriate, with other banks
having not less than two million dollars aggregate capital, surplus and
undivided profits for the custody of securities. Any such bank selected by the
Custodian to act as subcustodian shall be deemed to be the agent of the
Custodian.
The Custodian also may enter into arrangements for the custody of securities
entrusted to its care through foreign branches of U.S. banks; through foreign
banks, banking institutions or trust companies; through foreign subsidiaries
of U.S. banks or bank holding companies; or through foreign securities
depositories or clearing agencies (hereinafter also called, collectively, the
"Foreign Subcustodian") or indirectly through an agent, established under the
first paragraph of this section, if and to the extent permitted by Section
17(f) of the Investment Company Act of 1940 (the "1940 Act") and the rules
promulgated by the Securities and Exchange Commission (the "SEC") thereunder,
or any "no-action" letter received from the staff of the SEC. To the extent
the existing provisions of the Agreement are consistent with the requirements
of such section, rules, order or no-action letter, they shall apply to all
such foreign custodianships. To the extent such provisions are inconsistent
with or additional requirements are established by such section, rules, order
or no-action letter, the requirements of such section, rules, order or
no-action letter will prevail and the parties will adhere to such
requirements; provided, however, in the absence of notification from the Fund
of any changes or additions to such requirements, the Custodian shall have no
duty or responsibility to inquire as to any such changes or additions.
Section 4. Receipt and Disbursement of Money
--------------------------------------------
(1) The Custodian shall open and maintain a separate account or accounts in
the name of the Fund or cause its agent to open and maintain such
account or accounts subject only to checks, drafts or directives by the
Custodian pursuant to the terms of this Agreement. The Custodian or its
agent shall hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account of the Fund. The
Custodian or its agent shall make payments of cash to or for the account
of the Fund from such cash only:
(a) for the purchase of securities for the portfolio of the Fund upon
the receipt of such securities by the Custodian or its agent
unless otherwise instructed on behalf of the Fund;
(b) for the purchase or redemption of shares of capital stock of the
Fund;
(c) for the payment of interest, dividends, taxes, management fees, or
operating expenses (including, without limitation thereto, fees
for legal, accounting and auditing services);
(d) for payment of distribution fees, commissions, or redemption fees,
if any;
(e) for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Fund held
by, or to be delivered to, the Custodian;
(f) for payments in connection with the return of securities loaned by
the Fund upon receipt of such securities or the reduction of
collateral upon receipt of proper notice;
(g) for payments for other proper corporate purposes; or
(h) upon the termination of this Agreement.
Page 3
Before making any such payment for the purposes permitted under these
items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this
section, the Custodian shall receive and may rely upon a custodian order
directing such payment and stating that the payment is for such a
purpose permitted under these items (a), (b), (c), (d), (e), (f) or (g)
or, where appropriate, a trade affirmation report, and that in respect
to item (g), a copy of a resolution of the Board or of the Executive
Committee signed by an officer of the Fund and certified by its
Secretary or an Assistant Secretary, specifying the amount of such
payment, setting forth the purpose to be a proper corporate purpose, and
naming the person or persons to whom such payment is made.
Notwithstanding the above, for the purposes permitted under items (a) or
(f) of paragraph (1) of this section, the Custodian may rely upon a
facsimile order.
(2) The Custodian is hereby appointed the attorney-in-fact of the Fund to
endorse and collect all checks, drafts or other orders for the payment
of money received by the Custodian for the account of the Fund and drawn
on or to the order of the Funds and to deposit same to the account of
the Fund pursuant to this Agreement.
Section 5. Receipt of Securities
--------------------------------
Except as permitted by the second paragraph of this section, the Custodian or
its agent shall hold in a separate account or accounts, and physically
segregated at all times from those of any other persons, firms or
corporations, pursuant to the provisions hereof, all securities received by it
for the account of the Fund. The Custodian shall record and maintain a record
of all certificate numbers. Securities so received shall be held in the name
of the Fund, in the name of an exclusive nominee duly appointed by the
Custodian or in bearer form, as appropriate.
Subject to such rules, regulations or guidelines as the SEC may adopt, the
Custodian may deposit all or any part of the securities owned by the Fund in a
"securities depository" which includes any system for the central handling of
securities established by a national securities exchange or a national
securities association registered with the SEC under the Securities Exchange
Act of 1934, or such other person as may be permitted by the SEC, pursuant to
which system all securities of any particular class or series of any issuer
deposited within the system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of such securities.
All securities are to be held or disposed of by the Custodian for, and subject
at all times to the instructions of, the Fund pursuant to the terms of this
Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities, except
pursuant to the directive of the Fund and only for the account of the Fund as
set forth in Section 6 of this Agreement.
Section 6. Transfer, Exchange, and Delivery of Securities
---------------------------------------------------------
The Custodian shall have sole power to release or deliver any securities of
the Fund held by it pursuant to this Agreement. The Custodian agrees to
transfer, exchange or deliver securities held by it or its agent hereunder
only:
(a) for sales of such securities for the account of the Fund, upon
receipt of payment therefore;
(b) when such securities are called, redeemed, retired or otherwise
become payable;
(c) for examination upon the sale of any such securities in accordance
with "street delivery" custom which would include delivery against
interim receipts or other proper delivery receipts;
Page 4
(d) in exchange for or upon conversion into other securities alone or
other securities and cash whether pursuant to any plan of merger,
consolidation, reorganization, recapitalization or readjustment,
or otherwise;
(e) for the purpose of exchanging interim receipts or temporary
certificates for permanent certificates;
(f) upon conversion of such securities pursuant to their terms into
other securities;
(g) upon exercise of subscription, purchase or other similar rights
represented by such securities;
(h) for loans of such securities by the Fund upon receipt of
collateral; or
(i) for other proper corporate purposes.
As to any deliveries made by the Custodian pursuant to items (a), (b), (c),
(d), (e), (f), (g) and (h), securities or cash received in exchange therefore
shall be delivered to the Custodian, its agent, or to a securities depository.
Before making any such transfer, exchange or delivery, the Custodian shall
receive a custodian order or a facsimile from the Fund requesting such
transfer, exchange or delivery and stating that it is for a purpose permitted
under Section 6, or, where appropriate, a trade affirmation report, (whenever
a facsimile is utilized, the Fund will also deliver an original signed
custodian order) and, in respect to item (i), a copy of a resolution of the
Board or of the Executive Committee of the Board signed by an officer of the
Fund and certified by its Secretary or an Assistant Secretary, specifying the
securities, setting forth the purpose for which such payment, transfer,
exchange or delivery is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom such transfer,
exchange or delivery of such securities shall be made.
Section 7. Custodian's Acts Without Instructions
------------------------------------------------
Unless and until the Custodian receives a contrary custodian order from the
Fund, the Custodian shall or shall cause its agent to:
(a) present for payment all coupons and other income items held by the
Custodian or its agent for the account of the Fund which call for
payment upon presentation and hold all cash received by it upon
such payment for the account of the Fund;
(b) present for payment all securities held by it or its agent which
mature or when called, redeemed, retired or otherwise become
payable;
(c) ascertain all stock dividends, rights and similar securities to be
issued with respect to any securities held by the Custodian or its
agent hereunder, and to collect and hold for the account of the
Fund all such securities; and
(d) ascertain all interest and cash dividends to be paid to security
holders with respect to any securities held by the Custodian or
its agent, and to collect and hold such interest and cash
dividends for the account of the Fund.
Section 8. Voting and Other Action
----------------------------------
Neither the Custodian nor any nominee of the Custodian shall vote any of the
securities held hereunder by or for the account of the Fund. The Custodian
shall promptly deliver to the Fund all notices, proxies and
Page 5
proxy soliciting materials with relation to such securities such proxies to be
executed by the registered holder of such securities (if registered otherwise
than in the name of the Fund) but without indicating the manner in which such
proxies are to be voted.
The Custodian shall transmit promptly to the Fund all written information
(including, without limitation, pendency of calls and maturities of securities
and expirations of rights in connection therewith) received by the Custodian
from issuers of the securities being held for the Fund. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or its agents) making
---
the tender or exchange offer.
Section 9. Transfer Taxes
-------------------------
The Fund shall pay or reimburse the Custodian for any transfer taxes payable
upon transfers of securities made hereunder, including transfers resulting
from the termination of this Agreement. The Custodian shall execute such
certificates in connection with securities delivered to it under this
Agreement as may be required, under any applicable law or regulation, to
exempt from taxation any transfers and/or deliveries of any such securities
which may be entitled to such exemption.
Section 10. Custodian's Reports
-------------------------------
The Custodian shall, on behalf of the Fund, furnish the Fund as of the close
of business each day a statement showing all transactions and entries for the
account of the Fund. The books and records of the Custodian pertaining to its
actions as Custodian under this Agreement and securities held hereunder by the
Custodian shall be open to inspection and audit by officers of the Fund,
internal auditors employed by the Fund's investment adviser, and independent
auditors employed by the Fund. The Custodian shall furnish the Fund in such
form as may reasonably be requested by the Fund a report, including a list of
the securities held by it in custody for the account of the Fund, and
identification of any subcustodian and identification of such securities held
by such subcustodian, as of the close of business of the last business day of
each month, which shall be certified by a duly authorized officer of the
Custodian. It is further understood that additional reports may from time to
time be requested by the Fund. Should any report ever be filed with any
governmental authority pertaining to lost or stolen securities, the Custodian
will concurrently provide the Fund with a copy of that report.
The Custodian also shall furnish such reports on its systems of internal
accounting control as the Fund may reasonably request from time to time.
Section 11. Concerning Custodian
--------------------------------
For its services hereunder the Custodian shall be paid such compensation as
set forth under Schedule B.
The Custodian shall not be liable for any action taken in good faith upon any
custodian order or facsimile herein described, trade affirmation report, or
certified copy of any resolution of the Board or of the Executive Committee of
the Board, and may rely on the genuineness of any such document which it may,
in good faith, believe to have been validly prepared or executed.
The Fund, on behalf of the Fund, agrees to indemnify and hold harmless the
Custodian and its nominee from all taxes, charges, expenses, assessments,
claims and liabilities (including counsel fees) incurred or assessed against
it or its nominee in connection with the performance of this Agreement, except
such as may arise from the Custodian's or its nominee's own negligent action,
negligent failure to act or willful misconduct. The Custodian is authorized to
charge any account of the Fund for such items. In the event of
Page 6
any advance of cash for any purpose made by the Custodian resulting from
orders or instructions of the Fund, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time held
for the account of the Fund shall be security therefore.
The Custodian shall maintain a standard of care equivalent to that which would
be required of a bailee for hire and shall not be liable for any loss or
damage to the Fund resulting from participation in a securities depository
unless such loss or damage arises by reason of any negligence, misfeasance, or
willful misconduct of officers or employees of the Custodian, or from its
failure to enforce effectively such rights as it may have against any
securities depository or from use of an agent, unless such loss or damage
arises by reason of any negligence, misfeasance, or willful misconduct of
officers or employees of the Custodian, or from its failure to enforce
effectively such rights as it may have against any agent.
Section 12. Termination and Amendment of Agreement
--------------------------------------------------
The Fund and the Custodian mutually may agree from time to time in writing to
amend, to add to, or to delete from, any provision of this Agreement.
The Custodian may terminate this Agreement by giving the Fund ninety days'
written notice of such termination by registered mail addressed to the Fund at
its principal place of business.
The Fund may terminate this Agreement at any time by written notice thereof
delivered, together with a copy of the resolution of the Board authorizing
such termination and certified by the Secretary of the Fund, by registered
mail to the Custodian.
Upon such termination of this Agreement, assets of the Fund held by the
Custodian shall be delivered by the Custodian to a successor custodian, if one
has been appointed by the Fund, upon receipt by the Custodian of a copy of the
resolution of the Board certified by the Secretary, showing appointment of the
successor custodian, and provided that such successor custodian is a bank or
trust company, organized under the laws of the United States or of any State
of the United States, having not less than two million dollars aggregate
capital, surplus and undivided profits. Upon the termination of this Agreement
as a part of the transfer of assets, either to a successor custodian or
otherwise, the Custodian will deliver securities held by it hereunder, when so
authorized and directed by resolution of the Board, to a duly appointed agent
of the successor custodian or to the appropriate transfer agents for transfer
of registration and delivery as directed. Delivery of assets on termination of
this Agreement shall be effected in a reasonable, expeditious and orderly
manner; and in order to accomplish an orderly transition from the Custodian to
the successor custodian, the Custodian shall continue to act as such under
this Agreement as to assets in its possession or control. Termination as to
each security shall become effective upon delivery to the successor custodian,
its agent, or to a transfer agent for a specific security for the account of
the successor custodian, and such delivery shall constitute effective delivery
by the Custodian to the successor under this Agreement.
In addition to the means of termination herein before authorized, this
Agreement may be terminated at any time by the vote of a majority of the
outstanding shares of the Fund and after written notice of such action to the
Custodian.
Section 13. General
-------------------
Nothing expressed or mentioned in or to be implied from any provision of this
Agreement is intended to, or shall be construed to give any person or
corporation other than the parties hereto, any legal or equitable
Page 7
right, remedy or claim under or in respect of this Agreement, or any covenant,
condition or provision herein contained, this Agreement and all of the
covenants, conditions and provisions hereof being intended to be and being for
the sole and exclusive benefit of the parties hereto and their respective
successors and assigns.
This Agreement shall be governed by the laws of the State of Minnesota.
This Agreement supersedes all prior agreements between the parties.
IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement to
be executed as of the date first above written by their respective officers
thereunto duly authorized.
RIVERSOURCE BOND SERIES, INC.
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE EQUITY SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RIVERSOURCE INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RIVERSOURCE INTERNATIONAL SERIES, INC.
RIVERSOURCE INVESTMENT SERIES, INC.
RIVERSOURCE LARGE CAP SERIES, INC.
RIVERSOURCE MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RIVERSOURCE MONEY MARKET SERIES, INC.
RIVERSOURCE RETIREMENT SERIES TRUST
RIVERSOURCE SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC.
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RIVERSOURCE STRATEGY SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - INCOME SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MANAGED SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MANAGERS SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - MONEY MARKET SERIES, INC.
RIVERSOURCE VARIABLE PORTFOLIO - SELECT SERIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
AMERIPRISE TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
SCHEDULE A
FUNDS
Each Registrant is a Minnesota corporation, except, RiverSource Retirement
Series Trust, which is a Massachusetts business trust:
RIVERSOURCE BOND SERIES, INC.
RiverSource Core Bond Fund
RiverSource Floating Rate Fund
RiverSource Income Opportunities Fund
RiverSource Inflation Protected Securities Fund
RiverSource Limited Duration Bond Fund
RIVERSOURCE DIMENSIONS SERIES, INC.
RiverSource Disciplined Small and Mid Cap Equity Fund
RiverSource Disciplined Small Cap Value Fund
RIVERSOURCE EQUITY SERIES, INC.
RiverSource Mid Cap Growth Fund
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Absolute Return Currency and Income Fund
RiverSource Global Bond Fund
RiverSource Global Technology Fund
RiverSource Emerging Markets Bond Fund
RiverSource Emerging Markets Fund
RiverSource Global Equity Fund
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RiverSource Short Duration U.S. Government Fund
RiverSource U.S. Government Mortgage Fund
RIVERSOURCE INCOME SERIES, INC.
RiverSource Income Builder Basic Income Fund*
RiverSource Income Builder Enhanced Income Fund*
RiverSource Income Builder Moderate Income Fund*
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RiverSource International Aggressive Growth Fund
RiverSource International Equity Fund
RiverSource International Select Value Fund
RiverSource International Small Cap Fund
RIVERSOURCE INTERNATIONAL SERIES, INC.
RiverSource Disciplined International Equity Fund
RiverSource European Equity Fund
RiverSource International Opportunity Fund
RIVERSOURCE INVESTMENT SERIES, INC.
RiverSource Diversified Equity Income Fund
RiverSource Mid Cap Value Fund
RiverSource Balanced Fund
RIVERSOURCE LARGE CAP SERIES, INC.
RiverSource Growth Fund
RiverSource Large Cap Equity Fund
RiverSource Large Cap Value Fund
RiverSource Disciplined Equity Fund
RIVERSOURCE MANAGERS SERIES, INC.
RiverSource Aggressive Growth Fund
RiverSource Fundamental Value Fund
RiverSource Fundamental Growth Fund
RiverSource Select Value Fund
RiverSource Small Cap Equity Fund
RiverSource Small Cap Value Fund
RiverSource Value Fund
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RiverSource Portfolio Builder Conservative Fund*
RiverSource Portfolio Builder Moderate Conservative Fund*
RiverSource Portfolio Builder Moderate Fund*
RiverSource Portfolio Builder Moderate Aggressive Fund*
RiverSource Portfolio Builder Aggressive Fund*
RiverSource Portfolio Builder Total Equity Fund*
RiverSource Small Company Index Fund
RiverSource S&P 500 Index Fund
RIVERSOURCE MONEY MARKET SERIES, INC.
RiverSource Cash Management Fund
RIVERSOURCE RETIREMENT SERIES TRUST
RiverSource Retirement Plus 2010 Fund*
RiverSource Retirement Plus 2015 Fund*
RiverSource Retirement Plus 2020 Fund*
RiverSource Retirement Plus 2025 Fund*
RiverSource Retirement Plus 2030 Fund*
RiverSource Retirement Plus 2035 Fund*
RiverSource Retirement Plus 2040 Fund*
RiverSource Retirement Plus 2045 Fund*
RIVERSOURCE SECTOR SERIES, INC.
RiverSource Dividend Opportunity Fund
RiverSource Real Estate Fund
RIVERSOURCE SELECTED SERIES, INC.
RiverSource Precious Metals Fund
RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC.
RiverSource Short-Term Cash Fund
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RiverSource Strategic Allocation Fund
RIVERSOURCE STRATEGY SERIES, INC.
RiverSource Equity Value Fund
RiverSource Small Cap Growth Fund
RiverSource Small Cap Advantage Fund
RIVERSOURCE VP-INCOME SERIES, INC.
RiverSource VP-Core Bond Fund
RiverSource VP-Diversified Bond Fund
RiverSource VP-Global Bond Fund
RiverSource VP-High Yield Bond Fund
RiverSource VP-Income Opportunities Fund
RiverSource VP-Global Inflation Protected Securities Fund
RiverSource VP-Short Duration U.S. Government Fund
RIVERSOURCE VP-INVESTMENT SERIES, INC
RiverSource VP-Mid Cap Growth Fund
RiverSource VP-Growth Fund
RiverSource VP-Large Cap Equity Fund
RiverSource VP-Large Cap Value Fund
RiverSource VP-Mid Cap Value Fund
RiverSource VP-S&P 500 Index Fund
RiverSource VP-Small Cap Advantage Fund
RiverSource VP-Emerging Markets Fund
RiverSource VP-International Opportunity Fund
RIVERSOURCE VP-MANAGED SERIES, INC.
RiverSource VP-Diversified Equity Income Fund
RiverSource VP-Balanced Fund
RIVERSOURCE VP-MANAGERS SERIES, INC.
RiverSource VP-Fundamental Value Fund
RiverSource VP-Select Value Fund
RiverSource VP-Small Cap Value Fund
RIVERSOURCE VP-MONEY MARKET SERIES, INC.
RiverSource VP-Cash Management Fund
RIVERSOURCE VP-SELECT SERIES, INC.
RiverSource VP-Core Equity Fund
---------------------------------------
* A fund-of-funds. See Addendum A.
SCHEDULE B
QUARTERLY FEE SCHEDULE
-----------------------------------------------------------------------------------------------------------------------
1. Annual Maintenance Charge per Account (Total market value $0.05 per $1,000 for assets under custody,
inclusive of domestic & international assets) Fund complex-wide
$0.025 per $1,000 for assets under custody,
Fund complex-wide over $100 billion
Minimum per portfolio per quarter $1,000.00
-----------------------------------------------------------------------------------------------------------------------
2. Transaction Charges
(only for transactions settled by the Custodian)
Debt/Equity Issue $15.00 per transaction
Short Term (physical) $40.00 per transaction
Short Term (Book Entry) $15.00 per transaction
Position Charges (Corporate Action, Calls $15.00 per transaction
and Principal Reductions)
-----------------------------------------------------------------------------------------------------------------------
3. Securities Loan:
a. Receive/Deliver $15.00 per transaction
b. Physical Receive/Deliver $15.00 per transaction
c. Exchange Collateral $15.00 per transaction
Options $15.00 per transaction
Futures - Movement of Margin Collateral $15.00 per transaction
Futures Wires - To Brokers $6.50 per transaction
Futures Wires - From Brokers $4.00 per transaction
Futures Recording of Markings $3.00 per transaction
Index Funds - All Long Term Transactions $10.00 per transaction
A transaction consists of the receipt or withdrawal of
securities and short term and/or change in the security
position
-----------------------------------------------------------------------------------------------------------------------
4. Out-of Pocket Charges - included but not limited to: Postage
Wire Charges
Telephone
Transfer Fees
Insurance
Attorney's Fees
Courier Service
BONY Sub-Custody Fees
-----------------------------------------------------------------------------------------------------------------------
ADDENDUM A
FUNDS-OF-FUNDS
RiverSource Income Builder Basic Income Fund
RiverSource Income Builder Enhanced Income Fund
RiverSource Income Builder Moderate Income Fund
RiverSource Portfolio Builder Aggressive Fund
RiverSource Portfolio Builder Conservative Fund
RiverSource Portfolio Builder Moderate Aggressive Fund
RiverSource Portfolio Builder Moderate Conservative Fund
RiverSource Portfolio Builder Moderate Fund
RiverSource Portfolio Builder Total Equity Fund
RiverSource Retirement Plus 2010 Fund
RiverSource Retirement Plus 2015 Fund
RiverSource Retirement Plus 2020 Fund
RiverSource Retirement Plus 2025 Fund
RiverSource Retirement Plus 2030 Fund
RiverSource Retirement Plus 2035 Fund
RiverSource Retirement Plus 2040 Fund
RiverSource Retirement Plus 2045 Fund
Each of the Funds listed above acknowledges that, so long as the Fund operates
as a "fund-of-funds", the only assets held by the Fund will be shares of
underlying RiverSource funds, short-term securities and government securities.
The Fund agrees that the Custodian is entitled to rely upon RiverSource
Service Corporation for an accounting of the number of shares of underlying
funds held, purchased or redeemed by the Fund and to delegate to RiverSource
Investments responsibility for reporting to the Fund.