Exhibit 99.(d)(26)
SUBADVISORY AGREEMENT
Agreement made as of the 10 day of January, 2008 by and between RiverSource
Investments, LLC, a Minnesota limited liability company ("Investment Manager"),
and ▇▇▇▇▇▇▇▇ Associates LLC, a Delaware limited liability company
("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, and Subadviser is willing
to render such investment advisory services.
WHEREAS, the services provided on behalf of the Subadviser pursuant to this
Agreement to be effective on Feb. 22, 2008.
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 although Investment Manager may consult with Subadviser from
time to time regarding the voting of proxies of securities owned
by 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.
page 1 of 14
(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 in accordance with Section 28(e) of the Securities
Exchange Act of 1934, as amended. To the extent permitted by
law, and consistent with its obligation to seek best
execution, the Subadviser 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 the Subadviser 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 provided, viewed in terms
of either that particular transaction or the Subadviser's
overall responsibilities with respect to the Fund and other
clients for which it acts as subadviser.
(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
page 2 of 14
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.
(C) Subadviser will not arrange purchases or sales of securities
between the Fund and other accounts advised by Subadviser or
its affiliates unless (a) such purchases or sales are in
accordance with applicable law (including Rule 17a-7 of the
▇▇▇▇ ▇▇▇) and the Fund's policies and procedures, (b)
Subadviser determines the purchase or sale is in the best
interests of the Fund, and (c) the Fund's Board has approved
these types of transactions.
(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 Subadviser to meet its record keeping
obligations generally set forth under Section 31 of the 1940 Act
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 Investment
Manager a daily trade file with information relating to all
transactions concerning the Fund's assets and shall provide
Investment Manager with such information upon Investment
Manager's request. The Subadviser shall affirm or send a trade
file of these transactions as instruction to the Custodian of the
Fund.
(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, in a format reasonably
requested by Investment Manager, as it may be amended from time to
time, and (b) provide (i) 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; in a format reasonably requested by
Investment Manager, as it may be amended from time to time, (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
page 3 of 14
time; (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, as it
may be amended from time to time; and (iv) from time to time
Subadviser shall provide such certifications with respect to Rule
38a-1 under the 1940 Act, as are reasonably requested by the Fund or
Investment Manager. In addition, Subadviser will, from time to time,
provide a written assessment of its compliance program in conformity
with current industry standards that is reasonably acceptable to the
Investment Manager to enable the Fund to fulfill its obligations under
Rule 38a-1 of the 1940 Act.
(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) Insurance 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 errors and omissions
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 providing services under this
Agreement. 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) disclosed in the
course of a routine regulatory examination, or (5) required to be
disclosed pursuant to a requirement of a governmental agency or law so
long as Subadviser provides (to the extent permitted under applicable
law) Investment Manager with prompt written notice
page 4 of 14
of such requirement prior to any such disclosure; however, the
Subadviser is not required to provide such notice if information is
provided on an aggregate basis without specific attribution to the
Fund; (6) to affiliates of the Subadviser that have a reason to know
such informaiton; (7) to the custodian of the Fund; (8) to brokers and
dealers that are counterparties for trades for the Fund; (9) to
futures commission merchants executing or clearing transactions in
connection with the Fund, if applicable; and (10) to third party
service providers to the Subadviser subject to confidentiality
agreements. Notwithstanding the foregoing, to the extent Portfolio
Information is similar to investments for other clients of the
Subadviser, the Subadviser may disclose such investments without
direct reference to the Fund.
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.
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, 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 portion of the month bears
to the full month in which such effectiveness or termination occurs. During
the term of this Agreement, Subadviser will pay all expenses incurred by it
in connection with its activities under this Agreement other than the cost
of securities and other assets (including brokerage commissions, if any)
purchased for the Fund.
page 5 of 14
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"), the Investment Advisers Act of 1940,
as amended, or the 1940 Act. Notwithstanding the foregoing, neither the
Subadviser nor its affiliates shall be liable for any loss or damage
arising or resulting from the acts or omissions of the custodian of the
Fund, any broker, financial institution or any other third party with or
through whom the Subadviser arranges or enters into a transaction in
respect of the Fund, except to the extent that the Subadviser or its
affiliate instructed such broker, financial institution or third party to
take such action or omission. 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
page 6 of 14
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. To the
extent Subadviser has approved any material changes to its code of
ethics, such revised code together with an explanation of such
amendments shall be promptly (but in no event later than 60 days)
provided to Investment Manager.
(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 shareholder, in the key personnel who are either the
portfolio manager(s) responsible for the Fund or the Chief Executive
Officer of Subadviser, or if there is otherwise an actual 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; provided that Subadviser shall
not be required to obtain Investement Manager's prior written consent
to make factual statements regarding the fact that it serves as
subadviser to the Fund on a representative client list, in responding
to requests for information, in required disclosures, or in responding
to regulatory inquiries.
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
page 7 of 14
written consent of Subadviser; provided that Investment Manager shall
not be required to obtain Subadviser's prior written consent to make
factual statements regarding the fact that Subadviser serves as
subadviser to the Fund on a representative client list, in responding
to requests for information, in required disclosures or in responding
to regulatory inquiries.
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 affiliated persons thereof
(within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) 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; provided, however,
that Subadviser has had an opportunity to review information regarding
the Subadviser contained in the Prospectus and SAI, proxy materials,
reports, advertisements, sales literature or other materials
pertaining to the Fund as set forth in section 11; 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
page 8 of 14
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 ▇▇▇▇ ▇▇▇) 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 gross 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
page 9 of 14
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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇
▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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
page 10 of 14
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. Subadviser acts as adviser to other clients and may, subject
to compliance with its fiduciary obligations, give advice, and take action,
with respect to any of those which may differ from the advice given, or the
timing or nature of action taken, with respect to the Fund. Subject to its
fiduciary obligation to the Fund, Subadviser shall have no obligation to
purchase or sell for the Fund, or to recommend for purchase or sale by the
Fund, any security which Subadviser, its principals, affiliates or
employees may purchase or sell for themselves or for any other clients.
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:
▇▇▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President
▇▇▇▇▇▇▇▇ Associates LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: _________________
Fax: _________________
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
With a copy to:
▇▇▇▇▇ ▇▇▇▇▇
Vice President and Chief Legal Officer
▇▇▇▇▇▇▇▇ Associates LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
page 11 of 14
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Investment Manager:
▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President, Operations and Compliance
Ameriprise Financial
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Group Counsel
Ameriprise Financial
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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 shall be made by Investment
Manager or Subadviser without the prior written consent of the Fund, and,
if required by law, the Fund's shareholders, and Investment Manager or
Subadviser (as applicable). 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.
Page 12 of 14
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.
RIVERSOURCE INVESTMENTS, LLC ▇▇▇▇▇▇▇▇ ASSOCIATES LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- ------------------------------------
Signature Signature
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Printed Printed
Title: Senior Vice President-General Title: EVP - Chief Administrative
Manager Mutual Funds Officer
Page 13 of 14
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
------------------------ ----
On all assets 55bp
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 Equity Fund, a series of RiverSource Managers Series, Inc.
Date: January 10, 2008
Page 14 of 14