(JPMORGAN LOGO)
FORM OF
MASTER GLOBAL CUSTODY AGREEMENT
BETWEEN
EACH OF THE RIVERSOURCE FUNDS LISTED ON
SCHEDULE A HERETO, SEVERALLY AND NOT
JOINTLY,
AND
JPMORGAN CHASE BANK, N.A.
STRICTLY PRIVATE AND CONFIDENTIAL
TABLE OF CONTENTS
1. INTENTION OF THE PARTIES; DEFINITIONS 5
1.1 Intention of the Parties 5
1.2 Definitions 5
2. WHAT THE BANK IS REQUIRED TO DO 8
2.1 Set Up Accounts 8
2.2 Cash Account 9
2.3 Segregation of Assets; Nominee Name 9
2.4 Settlement of Transactions 10
2.5 Contractual Settlement Date Accounting 10
2.6 Actual Settlement Date Accounting 11
2.7 Income Collection (AutoCredit(R)) 11
2.8 Miscellaneous Administrative Duties 12
2.9 Corporate Actions 12
2.10 Class Action Litigation 13
2.11 Proxies 13
2.12 Statements of Account 14
2.13 Access to Bank's Records 14
2.14 Maintenance of Financial Assets at Subcustodian Locations 16
2.15 Tax Relief Services 16
2.16 Foreign Exchange Transactions 16
2.17 Notifications 16
3. INSTRUCTIONS 17
3.1 Acting on Instructions; Method of Instruction and Unclear Instructions 17
3.2 Verification and Security Procedures 17
3.3 Instructions; Contrary to Law/Market Practice 17
3.4 Cut-Off Times 18
3.5 Electronic Access 18
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK 18
4.1 Fees and Expenses 18
4.2 Overdrafts 18
4.3 Bank's Right Over Securities; Set-off 19
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS 19
5.1 Appointment of Subcustodians; Use of Securities Depositories 19
5.2 Liability for Subcustodians 20
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER 21
6.1 Representations of Customer and Bank 21
6.2 Customer is Liable to Bank Even if it is Acting for Another Person 22
7. WHEN BANK IS LIABLE TO CUSTOMER 22
7.1 Standard of Care; Liability 22
7.2 Force Majeure 24
7.3 Bank May Consult With Counsel 24
7.4 Bank Provides Diverse Financial Services and May Generate Profits as a Result 24
7.5 Assets Held Outside Bank's Control 25
7.6 Ancillary services 25
8. TAXATION 25
8.1 Tax Obligations 25
8.2 Tax Relief Services 26
9. TERMINATION 27
9.1 Termination 27
9.2 Exit Procedure 31
10. MISCELLANEOUS 31
10.1 Notifications 31
10.2 Successors and Assigns 31
10.3 Interpretation 32
10.4 Entire Agreement 32
10.5 Information Concerning Deposits at Bank's London Branch 32
10.6 Insurance 33
10.7 Security Holding Disclosure 33
10.8 USA PATRIOT Act Disclosure 33
10.9 Governing Law and Jurisdiction 33
10.10 Severability; Waiver; and Survival 34
10.11 Confidentiality 34
10.12 Counterparts 35
10.13 No Third Party Beneficiaries 35
SCHEDULE A List of Customers
MASTER GLOBAL CUSTODY AGREEMENT
This Agreement, dated June 24, 2008, is between JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION ("Bank"), with a place of business at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇; and each entity listed on Schedule A hereto that signs this
Agreement or a separate addendum in the form attached to this Agreement on
behalf of each of the series listed under its name on Schedule A, severally and
not jointly, with a place of business at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (each such series hereinafter, a separate and distinct
"Customer").
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES
(a) This Agreement sets out the terms on which Bank will be
providing custodial, settlement and other associated services
to the Customer. Bank will be responsible for the performance
of only those duties set forth in this Agreement.
(b) Investing in Financial Assets and cash in foreign
jurisdictions may involve risks of loss or other special
features. The Customer acknowledges that Bank is not providing
any legal, tax or investment advice in providing the services
under this Agreement and will not be liable for any losses
resulting from Country Risk.
(c) It is the intention of the parties that Bank will be the
exclusive provider of custodial, settlement and other
associated services to the Customer.
(d) Although the Bank and each Customer have executed this
Agreement in the form of a master agreement for administrative
convenience, this Agreement shall create a separate Agreement
for each Customer as though Bank had executed a separate
Agreement with each Customer. No rights, responsibilities or
liabilities of any Customer shall be attributed to any other
Customer. All references to a particular Customer should be
deemed to be a reference to the entity of which the Customer
is a series. All references to the board of or any officer of
a Customer shall be interpreted to mean the board or officer
of the entity of which the Customer is a series.
1.2 DEFINITIONS
As used herein, the following terms have the meaning hereinafter
stated.
"ACCOUNT" has the meaning set forth in Section 2.1 of this
Agreement.
"AFFILIATE" means an entity controlling, controlled by, or under
common control with, Bank or Customer, as applicable.
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"AFFILIATED SUBCUSTODIAN" means a Subcustodian that is an Affiliate.
"APPLICABLE LAW" means any applicable statute, treaty, rule,
regulation or common law and any applicable decree, injunction,
judgement, order, formal interpretation or ruling issued by a court
or governmental entity.
"AUTHORIZED PERSON" means any person who has been designated by
written notice from the Customer substantially in the form of
Schedules 2 or 3 (or another format mutually agreed to by Customer
and Bank) as the case may be (or by written notice substantially in
the form of Appendix A from any agent designated by the Customer,
including, without limitation, an investment manager) to act on
behalf of the Customer under this Agreement. Such persons will
continue to be Authorized Persons until such time as Bank receives
and has had reasonable time to act upon updated Instructions from
the Customer (or its agent) that any such person is no longer an
Authorized Person. Any reference in this Agreement to an Instruction
being delivered by the Customer must be delivered by an Authorized
Person.
"BANK INDEMNITEES" means Bank, its Subcustodians, and their
respective nominees, directors, officers, employees and agents.
"BANK'S LONDON BRANCH" means the London branch office of JPMorgan
Chase Bank, N.A.
"CASH ACCOUNT" has the meaning set forth in Section 2.1(a)(ii).
"CONFIDENTIAL INFORMATION" means and includes all non public
information concerning the Customer or the Accounts (including
portfolio holdings information) which the Bank receives in the
course of providing services under this Agreement. Nevertheless, the
term Confidential Information shall not include information which is
or becomes available to the general public by means other than the
Bank's breach of the terms of this Agreement or information which
the Bank obtains on a non confidential basis from a person who is
not known to be subject to any obligation of confidence to any
person with respect to that information or information that Bank can
demonstrate, from written records, has been or is independently
developed or obtained by Bank through Bank custody employees none of
whom had access to Confidential Information.
"CORPORATE ACTION" means any subscription right, bonus issue, stock
repurchase plan, redemption, exchange, tender offer, or similar
matter with respect to a Financial Asset in the Securities Account
that require discretionary action by the beneficial owner of the
security, but does not include rights with respect to class action
litigation or proxy voting.
"COUNTRY RISK" means the risk of investing or holding assets in a
particular country or market, including, but not limited to, risks
arising from nationalization, expropriation or other governmental
actions; the country's financial infrastructure, including
prevailing custody, tax and settlement practices; laws applicable to
the safekeeping and recovery of Financial Assets and cash held in
custody; the regulation of the banking and securities industries,
including changes in market rules; currency restrictions,
devaluations or
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fluctuations; and market conditions affecting the orderly execution
of securities transactions or the value of assets.
"ENTITLEMENT HOLDER" means the person named on the records of a
Securities Intermediary as the person having a Securities
Entitlement against the Securities Intermediary.
"FINANCIAL ASSET" means a Security and refers, as the context
requires, either to the asset itself or to the means by which a
person's claim to it is evidenced, including a Security, a security
certificate, or a Securities Entitlement. "Financial Asset" does not
include cash.
"INSTRUCTIONS" means an instruction that has been verified in
accordance with a Security Procedure or, if no Security Procedure is
applicable, which Bank believes in good faith to have been given by
an Authorized Person in the manner specified next to their name in
the relevant Schedule.
"LIABILITIES" means any liabilities, losses, claims, costs, damages,
penalties, fines, obligations, or expenses of any kind whatsoever
(including, without limitation, reasonable attorneys', accountants',
consultants' or experts' fees and disbursements).
"SECURITIES" means shares, stocks, debentures, bonds, notes, U.S.
exchange-traded derivatives, structured notes, loans or other like
obligations, whether issued in certificated or uncertificated form,
and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same
that are commonly traded or dealt in on securities exchanges or
financial markets or other obligations of an issuer or counterparty,
or shares, participations and interests in an issuer recognised in
the country in which it is issued or dealt in as a medium for
investment and any other property as may be acceptable to Bank for
the Securities Account.
"SECURITIES ACCOUNT" means each Securities custody account on Bank's
records to which Financial Assets are or may be credited under this
Agreement.
"SECURITIES DEPOSITORY" means any securities depository,
dematerialized book entry system or similar system.
"SECURITIES ENTITLEMENT" means the rights and property interests of
an Entitlement Holder with respect to a Financial Asset as set forth
in Part 5 of Article 8 of the Uniform Commercial Code of the State
of New York, as the same may be amended from time to time.
"SECURITIES INTERMEDIARY" means Bank, a Subcustodian, a Securities
Depository, and any other financial institution which in the
ordinary course of business maintains Securities custody accounts
for others and acts in that capacity.
"SECURITY PROCEDURE" has the meaning set forth in Section 3.2(a).
"SUBCUSTODIAN" means any of the subcustodians appointed by Bank from
time to time to hold Securities and act on its behalf in different
jurisdictions (and
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being at the date of this Agreement the entities listed in
Schedule 1) and includes any Affiliated Subcustodian.
All terms in the singular will have the same meaning in the plural
unless the context otherwise provides and visa versa.
2. WHAT THE BANK IS REQUIRED TO DO
2.1 SET UP ACCOUNTS
(a) Bank will establish and maintain the following accounts
("Accounts"):
(i) one or more Securities Accounts in the name of
Customer (or in another name requested by the
Customer that is acceptable to Bank) for Financial
Assets, which may be held by Bank or its
Subcustodian or a Securities Depository for Bank
on behalf of the Customer, including as an
Entitlement Holder; and
(ii) one or more accounts in the name of Customer (or
in another name requested by the Customer that is
acceptable to Bank) ("Cash Account") for any and
all cash in any currency received by or on behalf
of Bank for the account of Customer.
Notwithstanding paragraph (ii), cash held in respect of those
markets where Customer is required to have a cash account in its own
name held directly with the relevant Subcustodian or Securities
Depository will be held in that manner and will not be part of the
Cash Account.
(b) At the request of Customer, additional Accounts may be opened
in the future, which will be subject to the terms of this
Agreement.
(c) Bank's obligation to open Accounts pursuant to Section 2.1(a)
is conditional upon Bank receiving such of the following
documents as Bank may require:
(i) a certified copy of the Customer's constitutional
documents as currently in force;
(ii) a certified copy of a resolution of the Customer's
board of directors or equivalent governing body,
substantially in the form set out in Schedule 4;
(iii) Bank's standard form fund manager mandate (in the
form set out in Appendix A), completed by any
persons designated in Schedule 3; and
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(iv) in the case of any Account opened in a name not
that of the Customer, documentation with respect
to that name similar to that set forth in
sub-sections (i) - (iii).
2.2 CASH ACCOUNT
(a) Any amount standing to the credit of the Cash Account is a
debt due from Bank, as banker, to Customer. Except as
otherwise provided in Instructions acceptable to Bank, all
cash held in the Cash Account will be deposited during the
period it is credited to the Accounts in one or more deposit
accounts at Bank or at Bank's London Branch. Any cash so
deposited with Bank's London Branch will be payable
exclusively by Bank's London Branch in the applicable
currency, subject to compliance with Applicable Law,
including, without limitation, any restrictions on
transactions in the applicable currency imposed by the country
of the applicable currency.
(b) Any amounts credited by Bank to the Cash Account on the basis
of a notice or an interim credit from a third party, may be
reversed if Bank does not receive final payment in a timely
manner. Bank will notify the Customer promptly of any such
reversal.
2.3 SEGREGATION OF ASSETS; NOMINEE NAME
(a) Bank will identify in its books that Financial Assets credited
to Customer's Securities Account belong to Customer (except as
otherwise may be agreed by Bank and Customer).
(b) To the extent permitted by Applicable Law or market practice,
Bank will require each Subcustodian to identify in its own
books that Financial Assets held at such Subcustodian by Bank
as custodian on behalf of Customer and its other customers
belong to Bank's customers, such that it is readily apparent
that the Financial Assets do not belong to Bank or the
Subcustodian.
(c) Bank is authorized, in its discretion,
(i) to hold in bearer form, such Financial Assets as
are customarily held in bearer form or are
delivered to Bank or its Subcustodian in bearer
form;
(ii) to hold Securities in or deposit Securities with
any Securities Depository;
(iii) to hold Securities in omnibus accounts on a
fungible basis and to accept delivery of
Securities of the same class and denomination as
those deposited with Bank or its Subcustodian;
(iv) to register in the name of Customer, Bank, a
Subcustodian, a Securities Depository, or their
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respective nominees, such Financial Assets as are
customarily held in registered form; and
(v) to hold shares of registered mutual funds or other
commingled funds on the books of the transfer
agent for such funds.
2.4 SETTLEMENT OF TRANSACTIONS
Subject to Article 3 and Section 4.2 of this Agreement, Bank will
act in accordance with Instructions with respect to settlement of
transactions. Settlement will be conducted in accordance with
prevailing standards of the market in which the transaction occurs,
provided that such standards exist and are generally accepted by
Institutional Clients. For the avoidance of doubt, such standards
shall include practices regarding delivery against payment or
delivery in advance of payment that may be prevailing in the
applicable market for the type of transaction being settled. Without
limiting the generality of the foregoing, Customer authorizes Bank
to deliver Securities or payment in accordance with applicable
market practice in advance of receipt or settlement of consideration
expected in connection with such delivery or payment, and Customer
acknowledges and agrees that such action alone will not of itself
constitute negligence, fraud, or wilful misconduct of Bank, and the
risk of loss arising from any such action will be borne by Customer;
provided, however, unless otherwise directed by Customer, the risk
of loss will be Bank's if it makes a delivery before payment in a
market where delivery versus payment is the prevailing standard and
is generally accepted by Institutional Clients. In the case of the
failure of Customer's counterparty (or other appropriate party) to
deliver the expected consideration as agreed, Bank will contact the
counterparty to seek settlement at the direction of the Customer and
will promptly notify the Customer of such failure. Bank shall
forward to Customer's investment manager all documentation related
to such settlement promptly upon the request of the Customer. For
the purpose of this Section 2.4, "Institutional Clients" means US
registered investment companies, US-based commercial banks,
insurance companies, pension funds or financial institutions
substantially comparable to the Customer.
2.5 CONTRACTUAL SETTLEMENT DATE ACCOUNTING
(a) Unless otherwise directed by Customer, Bank will effect book
entries on a contractual settlement date accounting basis as
described below with respect to the settlement of transactions
in those markets where Bank generally offers contractual
settlement date accounting.
(i) Sales: On the settlement date for a sale, Bank
will credit the Cash Account with the proceeds of
the sale and transfer the relevant Financial
Assets to an account at Bank pending settlement of
the transaction where not already delivered.
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(ii) Purchases: On the settlement date for the purchase
(or earlier, if market practice requires delivery
of the purchase price before the settlement date),
Bank will debit the Cash Account for the
settlement amount and credit a separate account at
Bank. Bank then will post the Securities Account
as awaiting receipt of the expected Financial
Assets. Customer will not be entitled to the
delivery of Financial Assets that are awaiting
receipt until Bank or a Subcustodian actually
receives them.
The list of markets for which Bank provides contractual
settlement date accounting as of the date of this Agreement is
attached as Exhibit A. Bank may add markets to or remove
markets from this list upon written notice (which may be in
the form of NewsFlash communication sent via emails) to the
Customer.
(b) Bank may reverse any debit or credit made pursuant to Section
2.5(a) prior to a transaction's actual settlement upon oral or
written notice to the Customer in cases where Bank reasonably
believes that the transaction will not settle in the ordinary
course within a reasonable time. The Customer will be
responsible for any costs or liabilities resulting from such
reversal, unless such costs were caused by the negligence,
fraud or wilful misconduct of Bank. The Customer acknowledges
that the procedures described in Section 2.5 are of an
administrative nature, and Bank does not undertake to make
loans and/or Financial Assets available to Customer.
2.6 ACTUAL SETTLEMENT DATE ACCOUNTING
With respect to settlement of a transaction that is not posted to
the Account on the contractual settlement date as referred to in
Section 2.5, Bank will post the transaction on the date on which the
cash or Financial Assets received as consideration for the
transaction is actually received and cleared by Bank.
2.7 INCOME COLLECTION (AUTOCREDIT(R))
(a) Bank will monitor information publicly available in the
applicable market about forthcoming income payments on the
Financial Assets, and will promptly notify the Customer of
such information.
(b) Bank will credit the Cash Account with income proceeds on
Financial Assets on the anticipated payment date, net of any
taxes that are withheld by Bank or any third party
("AutoCredit") in those markets where Bank customarily
provides an AutoCredit service. Upon request, Bank shall
provide the Customer with a list of AutoCredit eligible
markets. Bank may add markets to or remove markets from the
list of AutoCredit markets upon written notice to the Customer
that is reasonable in the circumstances. Bank may reverse
AutoCredit credits upon prompt oral
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or written notification to the Customer if Bank believes that
the corresponding payment will not be received by Bank within
a reasonable period or the credit was incorrect. Promptly upon
Customer's request, Bank shall provide Customer's investment
manager with all documentation related to any such reversal of
credits.
(c) In markets where Bank does not provide an AutoCredit service,
income on Financial Assets (net of any taxes withheld by Bank
or any third party) will be credited only after actual receipt
and reconciliation.
(d) Bank will use reasonable efforts to contact appropriate
parties to collect unpaid interest, dividends or redemption
proceeds and will promptly notify the Customer of the late
payment and will provide Customer's investment manager all
documentation related to any such late payment.
2.8 MISCELLANEOUS ADMINISTRATIVE DUTIES; FRACTIONAL INTERESTS
(a) Until Bank receives Instructions to the contrary, Bank will:
(i) present all Financial Assets for which Bank has
received notice of a call for redemption or that
have otherwise matured, and all income and
interest coupons and other income items that call
for payment upon presentation;
(ii) execute in the name of Customer such certificates
as may be required to obtain payment in respect of
Financial Assets; and
(iii) exchange interim or temporary documents of title
held in the Securities Account for definitive
documents of title.
(b) In the event that, as a result of holding of Financial Assets
in an omnibus account, Customer receives fractional interests
in Financial Assets arising out of a Corporate Action or class
action litigation, Bank will credit Customer with the amount
of cash it would have received had the Financial Assets not
been held in an omnibus account, and Customer shall relinquish
to Bank its interest in such fractional interests.
(c) If some, but not all, of an outstanding class of Financial
Assets is called for redemption, Bank may allot the amount
redeemed among the respective beneficial holders of such a
class of Financial Assets on a pro rata basis or in a similar
manner Bank deems fair and equitable.
2.9 CORPORATE ACTIONS
(a) Bank will act in accordance with local market practice to
obtain information concerning Corporate Actions that is
publicly available in the local market. Bank also will review
information obtained from sources to which it subscribes for
information concerning such Corporate Actions. Bank will
promptly provide that information (or summaries that
accurately reflect the material points concerning the
applicable Corporate Action) to Customer or its Authorized
Person.
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(b) Bank will act in accordance with the Instructions in relation
to such Corporate Actions. If the Customer fails to provide
Bank with Instructions with respect to any Corporate Action
within the timeframe set forth in the notification Bank
provides under 2.9(a) with respect to that Corporate Action,
neither Bank nor its Subcustodians or their respective
nominees will be required to take any action in relation to
that Corporate Action, except as otherwise agreed in writing
by Bank and the Customer (including pursuant to a standing
Instruction) or as may be set forth by Bank as a default
action in the notification it provides under Section 2.9(a)
with respect to that Corporate Action. Notwithstanding and in
no way limiting the above, if Customer fails to provide Bank
with Instructions with respect to any Corporate Action within
the timeframe set forth in the notification Bank provides
under 2.9(a), upon written request by Customer, Bank shall use
commercially reasonable efforts to act on Instructions
received after the deadline set by Bank as set forth in such
notification but before the deadline set by the Securities
Depository to the extent circumstances permit.
2.10 CLASS ACTION LITIGATION
Any notices received by Bank's corporate actions department about
settled securities class action litigation that requires action by
affected owners of the underlying Financial Assets will be promptly
notified to Customer if Bank, using reasonable care and diligence in
the circumstances, identifies that Customer was a shareholder and
held the relevant Financial Assets in custody with Bank at the
relevant time.
2.11 PROXIES
(a) Bank will monitor information distributed to holders of
Financial Assets about upcoming shareholder meetings, promptly
notify the Customer of such information and, subject to
Section 2.11(c), act in accordance with the Customer's
Instructions in relation to such meetings ("the Proxy Voting
Service").
(b) The Proxy Voting Service is available only in certain markets,
details of which are available from Bank on request. Provision
of the Proxy Voting Service is conditional upon receipt by
Bank of a duly completed enrollment form as well as additional
documentation that may be required for certain markets.
(c) The Proxy Voting Service does not include physical attendance
at shareholder meetings. Requests for physical attendance at
shareholder meetings can be made but they will be evaluated
and agreed to by Bank on a case by case basis.
(d) Customer acknowledges that the provision of the Proxy Voting
Service may be precluded or restricted under a variety of
circumstances, in which case best efforts that are also
commercially reasonable will be used by
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Bank upon Customer's written request. These circumstances
include, but are not limited to:
(i) the Financial Assets being on loan or out for
registration;
(ii) the pendency of conversion or another corporate
action;
(iii) the Financial Assets being held in a margin or
collateral account at Bank or another bank or
broker, or otherwise in a manner which affects
voting;
(iv) local market regulations or practices, or
restrictions by the issuer; and
(v) Bank being required to vote all shares held for a
particular issue for all of Bank's customers on a
net basis (i.e., a net yes or no vote based on
voting instructions received from all its
customers). Where this is the case, Bank will
inform Customer in writing.
2.12 STATEMENTS OF ACCOUNT
(a) Bank will provide Customer with a statement of account for
each Account, identifying cash and Financial Assets held in
the Account and any transfers to and from the Account. If
agreed by the parties, statements of account will be accessed
by the Customer on-line. Otherwise, statements will be sent to
Customer at times to be mutually agreed by the parties.
Customer will review its statement of account and give Bank
written notice of any suspected error or omission within a
reasonable time of the date of the relevant suspected error or
omission.
(b) Customer acknowledges that information available to it on-line
with respect to transactions posted after the close of the
prior business day may not be accurate due to mis-postings,
delays in updating Account records, and other causes. Bank
will not be liable for any loss or damage arising out of the
inaccuracy of any such information accessed on-line, except to
the extent such inaccuracy is the result of Bank's gross
negligence, wilful misconduct or bad faith. For the avoidance
of doubt, Customer may rely on the accuracy of any intraday
report to the extent that such report (i) explicitly states it
is a final report or (ii) contains historical data that has
been posted prior to the current business day. In the event of
a known systemic issue with data available to Customer
on-line, Bank will provide notice as soon as practicable to
Customer of such issue via banner headline on the on-line
system or via telephone.
2.13 ACCESS TO BANK'S RECORDS
(a) Bank will allow Customer's auditors and independent public
accountants such reasonable access to the records of Bank
relating to Financial Assets as is required in connection with
their examination of books and records pertaining to
Customer's affairs. Subject to restrictions under the
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relevant local law, Bank also will permit (or cause
Subcustodian to permit) Customer's auditors and independent
public accountants, reasonable access to the records of any
Subcustodian of Financial Assets held in a Securities Account
as may be required in connection with such examination.
(b) Bank will, upon reasonable written notice, allow Customer
reasonable access during normal working hours to the records
of Bank relating to the Accounts. Bank may impose reasonable
restrictions on the number of individuals allowed access, the
frequency and length of such access, and the scope of the
records made available. The Customer shall reimburse Bank for
the cost of copying, collating and researching archived
information at Bank's regular hourly rate.
(c) Upon Customer's request, Bank will send the annual report (SAS
70 Level II Report) prepared by Bank's external auditors on
the procedures for safeguarding securities, futures contracts
and options on futures contracts, including securities
deposited and/or maintained in the Securities Depository,
relating to the services provided by Bank under this
Agreement. Also, upon Customer's request, a letter updating
Customer on the matters addressed in Bank's SAS 70 Level II
report as of the date of the relevant fiscal period of
Customer, to the extent that the relevant fiscal period of
Customer differs by a period of three (3) or more months from
the date as of which the SAS 70 Level II report is prepared.
Such SAS 70 Level II report shall be of sufficient scope and
in sufficient detail as to provide reasonable assurance that
any material inadequacies would be disclosed by such
examination, and, if there are no such inadequacies, the
reports shall so state. Such SAS 70 Level II report shall be
provided at least once a year, or at such greater frequency as
such SAS 70 Level II report is prepared. Bank shall notify
Customer in writing of (i) any change in frequency of
provision of SAS 70 Level II reports and (ii) if a SAS 70
Level II report is to be dated as of a different date than
such report was previously dated. Bank shall also provide
Customer, at such times as Customer may reasonably request,
reports received by Bank from a clearing corporation or the
Federal Reserve book-entry system which the clearing
corporation or the Federal Reserve permits to be redistributed
on their respective systems of internal control when such
reports relate to the services provided by Bank under this
Agreement.
(d) Bank shall take all reasonable action, as Customer may from
time to time request, to cooperate with Customer's auditor
with respect to the preparation of Customer's registration
statement, Form N-CSR, Form N-SAR or other annual or periodic
reports to the SEC and with respect to any other requirements
thereof.
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2.14 MAINTENANCE OF FINANCIAL ASSETS AT SUBCUSTODIAN LOCATIONS
Unless Instructions require another location acceptable to Bank,
Financial Assets will be held in the country or jurisdiction in
which their principal trading market is located, where such
Financial Assets may be presented for payment, where such Financial
Assets were acquired, or where such Financial Assets are held. Bank
reserves the right to refuse to accept delivery of Financial Assets
or cash in countries and jurisdictions other than those referred to
in Schedule 1 to this Agreement, as in effect from time to time.
2.15 TAX RELIEF SERVICES
Bank will provide tax relief services as provided in Section 8.2.
2.16 FOREIGN EXCHANGE TRANSACTIONS
To facilitate the administration of Customer's trading and
investment activity, Bank may, but will not be obliged to, enter
into spot or forward foreign exchange contracts with Customer, or an
Authorized Person, and may also provide foreign exchange contracts
and facilities through its Affiliates or Subcustodians.
Instructions, including standing Instructions, may be issued with
respect to such contracts, but Bank may establish rules or
limitations concerning any foreign exchange facility made available.
In all cases where Bank, its Affiliates or Subcustodians enter into
a master foreign exchange contract that covers foreign exchange
transactions for the Accounts of Customer, the terms and conditions
of that foreign exchange contract and, to the extent not
inconsistent, this Agreement, will apply to such transactions.
2.17 NOTIFICATIONS
If Customer has agreed to access information concerning the Accounts
through Bank's website, Bank may make any notifications required
under this Agreement (other than notifications described in Sections
7.1 or 10.11 hereof) by posting it on the website. Notifications
described in Section 8 will be provided by Bank via NewsFlash
communication until Customer is notified otherwise.
2.18 SERVICE LEVEL AGREEMENT
Bank agrees to be subject to written service level standards, which
will be embodied in a Service Level Agreement and Key Performance
Indicators Agreement between Bank and Customer.
2.19 SUPERVISION
Bank shall supervise the performance of its employees of custodial
services provided in connection with this Agreement. Bank shall
provide appropriate training for employees and implement supervisory
procedures for all services provided hereunder by its employees.
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3. INSTRUCTIONS
3.1 ACTING ON INSTRUCTIONS; METHOD OF INSTRUCTION AND UNCLEAR
INSTRUCTIONS
(a) Customer authorizes Bank to accept and act upon any
Instructions received by it without inquiry. Customer will
indemnify Bank Indemnitees against, and hold each of them
harmless from, any Liabilities that may be imposed on,
incurred by, or asserted against Bank Indemnitees as a result
of any action or omission taken in accordance with any
Instruction.
(b) Customer will where reasonably practicable use automated and
electronic methods of sending Instructions.
(c) Bank shall promptly notify an Authorized Person if Bank
determines that an Instruction does not contain all
information reasonably necessary for Bank to carry out the
Instruction. Bank will not be liable for any loss arising from
any reasonable delay in carrying out any such Instruction
pending receipt of such missing information, clarification or
confirmation, provided that such clarification or confirmation
is sought in good faith and promptly upon receipt of the
relevant Instruction.
3.2 VERIFICATION AND SECURITY PROCEDURES
(a) Bank and Customer shall from time to time agree upon security
procedures to be followed by Customer upon the issuance of an
instruction and/or by Bank upon the receipt of an instruction,
so as to enable Bank to verify that such instruction is
authorized ("Security Procedures"). A Security Procedure may,
without limitation, involve the use of algorithms, codes,
passwords, encryption and telephone call backs. The Customer
acknowledges that Security Procedures are designed to verify
the authenticity of, and not detect errors in, instructions.
For the avoidance of doubt, the parties agree that a SWIFT
message issued in the name of the Customer through any third
party utility agreed upon by the parties as being a method for
providing Instructions and authenticated in accordance with
that utility's customary procedures, shall be deemed to be an
authorized Instruction.
(b) Bank and Customer shall ensure that any codes, passwords or
similar devices are reasonably safeguarded.
(c) Either party may record any of their telephone communications.
3.3 INSTRUCTIONS; CONTRARY TO LAW/MARKET PRACTICE
Bank need not act upon Instructions which it reasonably believes to
be contrary to Applicable Law or market practice, but Bank will be
under no duty to investigate whether any Instructions comply with
Applicable Law or market practice. Bank will promptly notify
Customer in such event.
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3.4 CUT-OFF TIMES
Bank has established cut-off times for receipt of Instructions,
which will be made available to Customer. If Bank receives an
Instruction after its established cut-off time, Bank will attempt to
act upon the Instruction on the day requested if Bank deems it
practicable to do so or otherwise as soon as practicable on the next
business day.
3.5 ELECTRONIC ACCESS
Access by Customer to certain applications or products of Bank via
Bank's web site or otherwise shall be governed by this Agreement and
the terms and conditions set forth in Schedule 5.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 FEES AND EXPENSES
Customer will pay Bank for its services under this Agreement such
fees as may be agreed upon in writing from time to time, together
with Bank's reasonable out-of-pocket or incidental expenses,
including, but not limited to, legal fees and tax or related fees
incidental to processing charged directly or indirectly by
governmental authorities, issuers, or their agents. The Bank will
invoice the Customer for amounts owing to it and such amounts will
be payable within thirty (30) days of the invoice. The Bank will be
entitled to deduct amounts owing to it from the Cash Account if the
Customer has not objected to the invoice within sixty (60) days of
the date of the invoice (or such other period as the parties may
agree in writing). If the Customer disputes an invoice it shall
nevertheless pay, or allow the Bank to deduct, such portion of the
invoice that is not subject to a bona fide dispute. Without
prejudice to Bank's other rights, the Bank reserves the right to
charge interest on overdue amounts from the due date until actual
payment at such rate as the Bank may reasonably determine, unless
Bank and Customer have mutually agreed upon another rate.
4.2 OVERDRAFTS
If a debit to any currency in the Cash Account results in a debit
balance, then Bank may, in its discretion, (i) advance an amount
equal to the overdraft, (ii) or refuse to settle in whole or in part
the transaction causing such debit balance, or (iii) if any such
transaction is posted to the Securities Account, reverse any such
posting. If Bank elects to make such an advance, the advance will be
deemed a loan to Customer, payable on demand, bearing interest at
the applicable rate charged by Bank and communicated to client in
writing from time to time, for such overdrafts, from the date of
such advance to the date of payment (both after as well as before
judgment) and otherwise on the terms on which Bank makes similar
overdrafts available from time to time. No prior action or course of
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dealing on Bank's part with respect to the settlement of
transactions on Customer's behalf will be asserted by Customer
against Bank for Bank's refusal to make advances to the Cash Account
or to settle any transaction for which Customer does not have
sufficient available funds in the applicable currency in the
Account.
4.3 BANK'S RIGHT OVER SECURITIES; SET-OFF
(a) Without prejudice to Bank's rights under Applicable Law, until
satisfaction of all Liabilities outstanding from time to time
(whether actual or contingent) of Customer under or in
connection with this Agreement, Bank shall have, and Customer
shall grant to Bank a security interest in and a lien on the
Financial Assets held in the Securities Account and Bank shall
be entitled without notice to Customer, to withhold delivery
of such Financial Assets, sell or otherwise realize any of
such Financial Assets and to apply the proceeds and any other
monies credited to the Cash Account in satisfaction of such
Liabilities solely to the extent of such Liabilities. For this
purpose, Bank may make such currency conversions as may be
necessary at its then current rates for the sale and purchase
of relevant currencies.
(b) Without prejudice to Bank's rights under Applicable Law, Bank
may set off against any amount owing by Customer under this
Agreement any amount in any currency standing to the credit of
any of Customer's Accounts. For this purpose, Bank shall be
entitled to accelerate the maturity of any fixed term deposits
and to effect such currency conversions as may be necessary at
its current rates for the sale and purchase of the relevant
currencies.
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
5.1 APPOINTMENT OF SUBCUSTODIANS; USE OF SECURITIES DEPOSITORIES
(a) Bank is authorized under this Agreement to act through and
hold Customer's Financial Assets with Subcustodians. Bank will
act in good faith with due diligence and use reasonable care
in the selection, monitoring and continued appointment of such
Subcustodians. In addition, Bank and each Subcustodian may
deposit Securities with, and hold Securities in any Securities
Depository on such terms as such Securities Depository
customarily operates and Customer will provide Bank with such
documentation or acknowledgements that Bank may require to
hold the Financial Assets in such Securities Depository.
(b) Any agreement Bank enters into with a Subcustodian for holding
Bank's customers' assets will provide that such assets will
not be subject to any right, charge, security interest, lien
or claim of any kind in favor of such Subcustodian or its
creditors except a claim for payment for their safe
19
custody or administration, or, in the case of cash deposits,
except for liens or rights in favor of creditors of the
Subcustodian arising under bankruptcy, insolvency or similar
law, and that the beneficial ownership thereof will be freely
transferable without the payment of money or value other than
for safe custody or administration. Bank shall be responsible
for all claims for payment of fees for safe custody or
administration so that no Subcustodian exercises any claim for
such payment against Customer's assets. Where a Subcustodian
deposits Securities with a Securities Depository, Bank will
cause the Subcustodian to identify on its records as belonging
to Bank, as agent, the Securities shown on the Subcustodian's
account at such Securities Depository. Bank shall identify on
its records as belonging to Customer Financial Assets of
Customer held by Subcustodian or Securities Depository. This
Section 5.1(b) will not apply to the extent of any special
agreement or arrangement made by Customer with any particular
Subcustodian.
(c) Bank is not responsible for the selection or monitoring of any
Securities Depository (other than as set forth in Section 2.21
with respect to an Eligible Securities Depository) and will
not be liable for any act or omission by (or the insolvency
of) any Securities Depository. In the event the Customer
incurs a loss due to the negligence, wilful default, or
insolvency of a Securities Depository, Bank will make
reasonable efforts, in its discretion, to seek recovery from
the Securities Depository, but Bank will not be obligated to
institute legal proceedings, file proof of claim in any
insolvency proceeding, or take any similar action.
5.2 LIABILITY FOR SUBCUSTODIANS
(a) Subject to Section 7.1(b), Bank will be liable for direct
losses incurred by Customer that result from:
(i) the failure by a Subcustodian to use reasonable
care in the provision of custodial services by it
in accordance with the standards prevailing in the
relevant market or from the fraud or wilful
misconduct of such Subcustodian in the provision
of custodial services by it; or
(ii) the insolvency of any Affiliated Subcustodian.
(b) Subject to Section 5.1(a) and Bank's duty to use reasonable
care in the monitoring of a Subcustodian's financial condition
as reflected in its published financial statements and other
publicly available financial information concerning it
customarily reviewed by Bank in its oversight process, Bank
will not be responsible for the insolvency of any Subcustodian
which is not a branch of Bank or an Affiliated Subcustodian,
provided that Bank conducts reasonable due diligence in
selecting the Subcustodian, monitor the financial position of
the Subcustodian on an ongoing basis and takes prompt action
to replace the
20
Subcustodian in the event that the Bank receives information
through its monitoring process that would lead a reasonable
financial institution to arrive at a reasonable conclusion
that the Subcustodian presents an unreasonable risk of
insolvency.
(c) Subject to compliance with Rule 17f-5, Bank reserves the right
to add, replace or remove Subcustodians. Bank will give prompt
notice of any such action, which will be advance notice
whenever practicable. Upon request by Customer, Bank will
identify the name, address and principal place of business of
any Subcustodian and the name and address of the governmental
agency or other regulatory authority that supervises or
regulates such Subcustodian.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 REPRESENTATIONS OF CUSTOMER AND BANK
(a) The Customer represents and warrants that (i) it has full
authority and power, and has obtained all necessary
authorizations and consents, to deposit and control the
Financial Assets and cash in the Accounts, to use Bank as its
custodian in accordance with the terms of this Agreement, and
to borrow money (both any short term or intraday borrowings in
order to settle transactions prior to receipt of covering
funds), ▇▇▇▇▇ ▇ ▇▇▇▇ over Financial Assets as contemplated by
Section 4.3, and enter into foreign exchange transactions;
(ii) assuming execution and delivery of this Agreement by
Bank, this Agreement is Customer's legal, valid and binding
obligation, enforceable in accordance with its terms and it
has full power and authority to enter into and has taken all
necessary corporate action to authorize the execution of this
Agreement; (iii) it has not relied on any oral or written
representation made by Bank or any person on its behalf, and
acknowledges that this Agreement sets out to the fullest
extent the duties of Bank; (iv) it is a resident of the United
States and shall notify Bank of any changes in residency and
(v) except as otherwise expressly agreed to by Bank in
writing, the Financial Assets (other than collateral with
respect to U.S. exchange-traded options) and cash deposited in
the Accounts are not subject to any encumbrance or security
interest whatsoever and Customer undertakes that, so long as
Liabilities are outstanding, it will not create or permit to
subsist any encumbrance or security interest over such
Financial Assets or cash.
Bank may rely upon the certification of such other facts as may be
required to administer Bank's obligations under this Agreement and
Customer shall indemnify Bank against all losses, liability, claims
or demands arising directly or indirectly from any such
certifications.
(b) Bank represents and warrants that (i) assuming execution and
delivery of this Agreement by Customer, this Agreement is
Bank's legal, valid and
21
binding obligation, enforceable in accordance with its terms,
(ii) it has full power and authority to enter into and has
taken all necessary corporate action to authorize the
execution of this Agreement and (iii) it shall act in
accordance with custody rules under the Investment Company Act
of 1940, as amended.
6.2 CUSTOMER IS LIABLE TO BANK EVEN IF IT IS ACTING FOR ANOTHER PERSON
If Customer is acting as an agent or for another person as envisaged
in Section 2.1(a) in respect of any transaction, cash, or Financial
Asset, Bank nevertheless will exercise reasonable care in treating
Customer as its principal for all purposes under this Agreement. In
this regard, Customer will be liable to Bank as a principal in
respect of any transactions relating to the Account, in the absence
of negligence or wilful misconduct by Bank. The foregoing will not
affect any rights Bank might have against Customer's principal or
the other person envisaged by Section 2.1(a).
7. WHEN BANK IS LIABLE TO CUSTOMER
7.1 STANDARD OF CARE; LIABILITY
(a) Bank will use reasonable care in performing its obligations
under this Agreement. Unless otherwise provided herein, Bank
will not be in violation of this Agreement with respect to any
matter as to which it has satisfied its obligation of
reasonable care.
(b) Bank will be liable for the Customer's direct damages to the
extent they result from Bank's fraud, negligence or wilful
misconduct in performing its duties as set out in this
Agreement and to the extent provided in Section 5.2(a).
Nevertheless, under no circumstances will Bank be liable for
any indirect, incidental, consequential or special damages
(including, without limitation, lost profits (except for lost
profits that directly result from direct damages)) of any form
incurred by any person or entity, whether or not foreseeable
and regardless of the type of action in which such a claim may
be brought, with respect to the Accounts, Bank's performance
under this Agreement, or Bank's role as custodian.
(c) The Customer will indemnify Bank Indemnitees against, and hold
them harmless from, any Liabilities that may be imposed on,
incurred by or asserted against any of Bank Indemnitees in
connection with or arising (i) out of Bank's performance under
this Agreement, provided Bank Indemnitees have not acted with
negligence or engaged in fraud or wilful misconduct in
connection with the Liabilities in question or (ii) solely out
of any Bank Indemnitee's status as a holder of record of
Customer's Financial Assets, provided that, to the extent
practicable, Bank uses reasonable care to provide prompt
notice to Customer of the circumstances and all pertinent
facts related to the claim for
22
indemnification. Nevertheless, Customer will not be obligated
to indemnify any Bank Indemnitee under the preceding sentence
with respect to any Liability for which Bank is liable under
Section 5.2 of this Agreement. Customer shall not be liable
for any indirect, incidental, consequential or special damages
(including, without limitation, lost profits) of any form
incurred by Bank, whether or not foreseeable and regardless of
the type of action in which such a claim may be brought, with
respect to Customer's performance or non-performance under
this Agreement.
(d) Promptly upon receipt by Customer or Bank, as applicable, of
notice of its involvement in a matter that may be covered
under the indemnification provisions of Sections 3.1(a),
6.1(a) or 7.1(c) ("Claim"), such party ("Claimant") when
seeking indemnification under such Section, shall notify the
other party ("Indemnitor") of such Claim in writing. Failure
by Claimant to so notify Indemnitor will not relieve
Indemnitor from its obligation to indemnify Claimant under
this Agreement, except to the extent that such failure to
notify results in the forfeiture by Indemnitor of any of
substantive rights or defenses, and will not relieve
Indemnitor of its obligation to provide reimbursement and
contribution to Claimant. Indemnitor will be entitled to
assume the defense of any such Claim with counsel reasonably
satisfactory to Claimant. Upon assumption by Indemnitor of the
defense of any such Claim, Claimant may participate in the
defense of such Claim at any time and may retain its own
counsel but Indemnitor shall not be liable for any legal fees
or expenses subsequently incurred by Claimant in connection
with the defense thereof, unless (i) Indemnitor has agreed to
pay such fees and expenses, (ii) Indemnitor shall have failed
to employ counsel satisfactory to Claimant in a timely manner
or (iii) Claimant shall have reasonably determined that
representation of Claimant by counsel provided by Indemnitor
pursuant to the foregoing would be inappropriate due to actual
or potential conflicting interests between Indemnitor and
Claimant, including, without limitation, situations in which
there are one or more legal defenses available to Claimant
that are different from or additional to those available to
Indemnitor. Claimant shall not settle or compromise any Claim
subject to indemnification hereunder without the written
consent of Indemntior (which consent shall not be unreasonably
withheld or delayed).
(e) Customer agrees that Bank provides no service in relation to,
and therefore has no duty or responsibility to: (i) question
Instructions or make any suggestions to Customer or an
Authorized Person regarding such Instructions; (ii) supervise
or make recommendations with respect to investments or the
retention of Financial Assets; (iii) advise Customer or an
Authorized Person regarding any default in the payment of
principal or income of any security other than as provided in
Section 2.7(b) of this Agreement; (iv) evaluate or report to
Customer or an Authorized Person regarding the financial
condition of any broker, agent
23
or other party to which Bank is instructed to deliver
Financial Assets or cash.
7.2 FORCE MAJEURE
Bank will maintain and update from time to time business
continuation and disaster recovery procedures with respect to its
global custody business that it determines from time to time meet
reasonable commercial standards and regulatory requirements. In the
event of equipment failures, Bank shall, at no additional expense to
Customer or any Account, take commercially reasonable steps to
minimize service interruptions. In the event of business disruption
that materially impacts Bank's provision of service under this
Agreement, Bank will promptly notify Customer of the disruption and
steps taken in response, and will use commercially reasonable
efforts to resume operations as promptly as is practicable given the
circumstances. Bank will have no liability, however, where Bank has
otherwise exercised reasonable care, for any damage, loss, expense
or liability of any nature that Customer may suffer or incur, caused
by an act of God, fire, flood, civil or labor disturbance, war,
terrorism, act of any governmental authority or other act or threat
of any authority (de jure or de facto), legal constraint, fraud or
forgery (except where such fraud or forgery is attributable to Bank
or its employees), malfunction of equipment or software (except
where such malfunction is primarily attributable to Bank's
negligence in maintaining the equipment or software), failure of or
the effect of rules or operations of any external funds transfer
system, inability to obtain or interruption of external
communications facilities, or any cause beyond the reasonable
control of Bank (including without limitation, the non-availability
of appropriate foreign exchange).
7.3 BANK MAY CONSULT WITH COUNSEL
Bank will be entitled to rely on, and may act upon the advice of
counsel in relation to matters of law, regulation or market practice
(which may be the counsel of Customer), and shall not be deemed to
have been negligent with respect to any action reasonably taken or
omitted in good faith pursuant to such advice. Bank will use
reasonable care in the selection and continued appointment of such
counsel.
7.4 BANK PROVIDES DIVERSE FINANCIAL SERVICES AND MAY GENERATE PROFITS AS
A RESULT
Customer hereby authorizes Bank to act under this Agreement
notwithstanding that: (a) Bank or any of its divisions, branches or
Affiliates may have a material interest in transactions entered into
by Customer with respect to the Account or that circumstances are
such that Bank may have a potential conflict of duty or interest,
including the fact that Bank or its Affiliates may act as a market
maker in the Financial Assets to which Instructions relate, provide
brokerage services to other customers, act as financial adviser to
the issuer of such Financial Assets, act in the same transaction as
agent for more than one customer, have a material
24
interest in the issue of the Financial Assets; or earn profits from
any of the activities listed herein. (b) Bank or any of its
divisions, branches or Affiliates may be in possession of
information tending to show that the Instructions received may not
be in the best interests of Customer. Bank is not under any duty to
disclose any such information.
7.5 ASSETS HELD OUTSIDE BANK'S CONTROL
Bank will not be obliged to hold Securities or cash with any person
not agreed to by Bank. Furthermore, Bank will not be obliged to
register or record Securities in the name of any person not agreed
to by Bank. If, however, the Customer makes such a request and Bank
agrees to the request, the consequences of doing so will be at the
Customer's own risk. Bank will not be liable for any losses incurred
as a result and may be precluded from providing some of the services
referred to in this Agreement (for example, and without limitation,
income collection, proxy voting, class action litigation and
Corporate Action notification and processing).
7.6 ANCILLARY SERVICES
Bank and its Subcustodians may use third parties to provide
ancillary services (i.e. services that do not form part of the
custody services contained in Article 2 and which include without
limitation courier or pricing services). Whilst Bank will use
reasonable care (and procure that its Subcustodians use reasonable
care) in the selection and retention of such third parties, it will
not be responsible for any errors or omissions made by such third
party in providing the relevant services.
8. TAXATION
8.1 TAX OBLIGATIONS
(a) Customer confirms that Bank is authorized to deduct from any
cash received or credited to the Cash Account any taxes or
levies required by any revenue or governmental authority for
whatever reason in respect of Customer's Accounts.
(b) Customer will provide to Bank such certifications,
documentation, and information as it may reasonably require in
connection with taxation, and warrants that, when given, this
information is true and correct in all material respect, not
materially misleading in any way, and contains all material
information. Customer undertakes to notify Bank immediately if
any information provided in accordance with the foregoing
sentence requires updating or correcting. Bank provides no
service of controlling or monitoring, and therefore has no
duty in respect of, or liability for any taxes, penalties,
interest or additions to tax, payable or paid that result from
(i) the inaccurate completion of documents by Customer or any
25
third party; (ii) provision to Bank or a third party of
inaccurate or misleading information by Customer or any third
party; (iii) the withholding of material information by
Customer or any third party; or (iv) as a result of any delay
by any revenue authority or any other cause beyond Bank's
control.
(c) If Bank does not receive appropriate certifications,
documentation and information then, as and when appropriate
and required, additional tax shall be deducted from all income
received in respect of the Financial Assets issued (including,
but not limited to, United States non-resident alien tax
and/or backup withholding tax).
(d) Customer will be responsible in all events for the timely
payment of all taxes relating to the Financial Assets in the
Securities Account provided, however, that Bank will be
responsible for any penalty or additions to tax due solely as
a result of Bank's wilful misconduct, negligent acts or
omissions with respect to paying or withholding tax or
reporting interest, dividend or other income paid or credited
to the Cash Account.
8.2 TAX RELIEF SERVICES
(a) Subject to the provisions of this Section, Bank will apply for
a reduction of withholding tax and any refund of any tax paid
or tax credits in respect of income payments on Financial
Assets credited to the Securities Account that Bank believes
may be available. To defray expenses pertaining to nominal tax
claims, Bank may from time-to-time set minimum thresholds as
to a de minimis value of tax reclaims or reduction of
withholding which it will pursue in respect of income payments
under this Section.
(b) The provision of a tax relief service by Bank is conditional
upon Bank receiving from Customer (i) a declaration of its
identity and place of residence and (ii) certain other
documentation (pro forma copies of which are available from
Bank), prior to the receipt of Financial Assets in the Account
or the payment of income.
(c) Bank will perform tax relief services only with respect to
taxation levied by the revenue authorities of the countries
advised to Customer from time to time and Bank may, by
notification in writing, in its absolute discretion,
supplement or amend the countries in which the tax relief
services are offered. Other than as expressly provided in this
Section 8.2 Bank will have no responsibility with regard to
Customer's tax position or status in any jurisdiction.
26
9. TERMINATION
9.1 TERMINATION
(a) The initial term of this Agreement shall be for a period of
seven years (the "Initial Term") following the date on which
Bank commenced providing services under the Agreement.
Following the Initial Term, either party may terminate this
Agreement on sixty (60) days' written notice to the other
party. Notwithstanding the foregoing sentence, (i) either
party may terminate this Agreement prior to the end of the
initial term as permitted under Section 9.1(b) and (ii)
Customer may terminate this Agreement prior to the end of the
initial term upon sixty (60) days written notice subject to
payment of the amount set out in Section 9.1(c).
(b) Notwithstanding Section 9.1(a):
(i) Either party may terminate this Agreement
immediately on written notice to the other party
in the event that a material breach of this
Agreement by the other party has not been cured
within ninety (90) days' (or such longer period
consented to by the non-breaching party in
writing, such consent shall not be unreasonably
withheld) of that party being given written notice
of the material breach. Notwithstanding the
foregoing, to the extent that Bank determines in
good faith that such material breach is not
capable of being cured by commercially reasonable
means, this Agreement may be terminated by
Customer immediately upon written notice to Bank;
(ii) Either party may terminate this Agreement
immediately on written notice to the other party
upon the other party being declared bankrupt,
entering into a composition with creditors,
obtaining a suspension of payment, being put under
court controlled management or being the subject
of a similar measure;
(iii) This Agreement may be terminated with respect to
any Customer to the extent that all of the assets
of such Customer are merged into another Customer
or such Customer ceases to exist;
(iv) Bank may terminate this Agreement on sixty (60)
days' written notice to Customer in the event that
Bank reasonably determines that Customer has
ceased to satisfy Bank's customary credit
requirements; and
(v) Customer may terminate this Agreement immediately
on written notice to Bank in the event that Bank
fails to correct a material breach of certain
service level
27
measurements set forth in the related Key
Performance Indicators Agreement within ninety
(90) days' of Bank being given written notice of
such material breach.
(c) If Customer terminates this Agreement during the Initial Term
other than a termination pursuant to Section 9.1(b) hereof,
Customer shall pay Bank an early termination fee in order to
compensate Bank. The early termination fee shall be calculated
as follows:
(i) If early termination occurs during the first one-year
period of the Initial Term, the early termination fee shall
equal the sum of:
(x) The fees accrued and unpaid from the inception of
this Agreement through the termination date; plus
(y) The fees that would have been due to Bank for the
remainder of such one-year period had the Agreement not
been terminated, calculated on a pro-rata basis from the
date of termination through the end of such one-year
period based on estimated fees set forth in Schedule 6
that Bank would have received during such one-year
period; plus
(z) 290% of estimated fees set forth in Schedule 6 that
Bank would have received during such first one-year
period (calculated as sum of 80% of estimated fees to
compensate Bank for the loss in year 2 of the Initial
Term, 70% of estimated fees to compensate Bank for the
loss in year 3 of the Initial Term, 50% of estimated
fees to compensate Bank for the loss in year 4 of the
Initial Term, 40% of estimated fees to compensate Bank
for the loss in year 5 of the Initial Term, 30% of
estimated fees to compensate Bank for the loss in year 6
of the Initial Term and 20% of estimated fees to
compensate Bank for the loss in year 7 of the Initial
Term); or
(ii) If early termination occurs during the second one-year
period of the Initial Term, the early termination fee shall
equal the sum of:
(x) The fees accrued and unpaid from the inception of
this Agreement through the termination date; plus
(y) 80% of the fees that would have been due to Bank for
the remainder of the second one-year period had the
Agreement not been terminated, calculated on a pro-rata
basis from the date of termination through the end of
the second one-year period based on Bank's actual fees
for services rendered during the first one-year period
of the Initial Term; plus
(z) 210% of Bank's actual fees for services rendered
during the first one-year period of the Initial Term
(calculated as sum of 70% of Bank's actual fees to
compensate Bank for the loss in year 3 of the Initial
Term, 50% of Bank's actual fees to compensate Bank for
the loss in year 4 of the Initial Term, 40%
28
of Bank's actual fees to compensate Bank for the loss in
year 5 of the Initial Term, 30% of Bank's actual fees to
compensate Bank for the loss in year 6 of the Initial
Term and 20% of Bank's actual fees to compensate Bank
for the loss in year 7 of the Initial Term); or
(iii) If early termination occurs during the third one-year
period of the Initial Term, the early termination fee shall
equal the sum of:
(x) The fees accrued and unpaid from the inception of
this Agreement through the termination date; plus
(y) 70% of the fees that would have been due to Bank for
the remainder of the third one-year period had the
Agreement not been terminated, calculated on a pro-rata
basis from the date of termination through the end of
the third one-year period based on Bank's actual fees
for services rendered during the second one-year period
of the Initial Term; plus
(z) 140% of Bank's actual fees for services rendered
during the second one-year period of the Initial Term
(calculated as sum of 50% of Bank's actual fees to
compensate Bank for the loss in year 4 of the Initial
Term, 40% of Bank's actual fees to compensate Bank for
the loss in year 5 of the Initial Term, 30% of Bank's
actual fees to compensate Bank for the loss in year 6 of
the Initial Term and 20% of Bank's actual fees to
compensate Bank for the loss in year 7 of the Initial
Term); or
(iv) If early termination occurs during the fourth one-year
period of the Initial Term, the early termination fee shall
equal the sum of:
(x) The fees accrued and unpaid from the inception of
this Agreement through the termination date; plus
(y) 50% of the fees that would have been due to Bank for
the remainder of the fourth one-year period had the
Agreement not been terminated, calculated on a pro-rata
basis from the date of termination through the end of
the fourth one-year period based on Bank's actual fees
for services rendered during the third one-year period
of the Initial Term; plus
(z) 90% of Bank's actual fees for services rendered
during the third one-year period of the Initial Term
(calculated as sum of 40% of Bank's actual fees to
compensate Bank for the loss in year 5 of the Initial
Term, 30% of Bank's actual fees to compensate Bank for
the loss in year 6 of the Initial Term and 20% of Bank's
actual fees to compensate Bank for the loss in year 7 of
the Initial Term); or
(v) If early termination occurs during the fifth one-year
period of the Initial Term, the early termination fee shall
equal the sum of:
29
(x) The fees accrued and unpaid from the inception of
this Agreement through the termination date; plus
(y) 40% of the fees that would have been due to Bank for
the remainder of the fifth one-year period had the
Agreement not been terminated, calculated on a pro-rata
basis from the date of termination through the end of
the fifth one-year period based on Bank's actual fees
for services rendered during the fourth one-year period
of the Initial Term; plus
(z) 50% of Bank's actual fees for services rendered
during the fourth one-year period of the Initial Term
(calculated as sum of 30% of Bank's actual fees to
compensate Bank for the loss in year 6 of the Initial
Term and 20% of Bank's actual fees to compensate Bank
for the loss in year 7 of the Initial Term); or
(vi) If early termination occurs during the sixth one-year
period of the Initial Term, the early termination fee shall
equal the sum of:
(x) The fees accrued and unpaid from the inception of
this Agreement through the termination date; plus
(y) 30% of the fees that would have been due to Bank for
the remainder of the sixth one-year period had the
Agreement not been terminated, calculated on a pro-rata
basis from the date of termination through the end of
the sixth one-year period based on Bank's actual fees
for services rendered during the fifth one-year period
of the Initial Term; plus
(z) 20% of Bank's actual fees for services rendered
during the fifth one-year period of the Initial Term to
compensate Bank for the loss in year 7 of the Initial
Term); or
(vii) If early termination occurs during the seventh one-year
period of the Initial Term, the early termination fee shall
equal the sum of:
(x) The fees accrued and unpaid from the inception of
this Agreement through the termination date; plus
(y) 20% of the fees that would have been due to Bank for
the remainder of the seventh one-year period had the
Agreement not been terminated, calculated on a pro-rata
basis from the date of termination through the end of
the seventh one-year period based on Bank's actual fees
for services rendered during the sixth one-year period
of the Initial Term.
30
For the avoidance of doubt, Customer shall not be liable for payment
of any early termination fee in the event that this Agreement is
terminated in accordance with Section 9.1(b) or otherwise terminated
by Bank. Solely for purposes of determining whether the termination
fee set forth under this Section 9.1(c) is payable, this Agreement
will be deemed to have been terminated if Customer transfers a
material portion of the assets held in custody under this Agreement
to another custodian.
9.2 EXIT PROCEDURE
Customer will provide Bank full details of the persons to whom Bank
must deliver Financial Assets and cash a reasonable period before
the effective time of termination of this Agreement. If Customer
fails to provide such details in a timely manner, Bank shall be
entitled to continue to be paid fees under this Agreement until such
time as it is able to deliver the Financial Assets and cash to
successor custodian, but Bank may take such steps as it reasonably
determines to be necessary to protect itself following the effective
time of termination, including ceasing to provide transaction
settlement services in the event that Bank is unwilling to assume
any related credit risk. Bank will in any event be entitled to
deduct any amounts owing to it that are not the subject of a bona
fide dispute prior to delivery of the Financial Assets and cash
(and, accordingly, Bank will be entitled to sell Financial Assets
and apply the sale proceeds in satisfaction of amounts owing to it).
Customer will reimburse Bank promptly for all out-of-pocket expenses
it incurs in delivering Financial Assets upon termination.
Termination will not affect any of the liabilities either party owes
to the other arising under this Agreement prior to such termination.
10. MISCELLANEOUS
10.1 NOTIFICATIONS
Notices (other than Instructions) under this Agreement will be
served by registered mail or hand delivery to the address of the
respective parties as set out on the first page of this Agreement,
unless notice of a new address is given to the other party in
writing. Notice will not be deemed to be given unless it has been
received.
10.2 SUCCESSORS AND ASSIGNS
This Agreement will be binding on each of the parties' successors
and assigns, but the parties agree that neither party can assign its
rights and obligations under this Agreement without the prior
written consent of the other party, which consent will not be
unreasonably withheld (subject to approval by the Board of
Customer). Notwithstanding this prohibition, Customer may assign the
right to recover losses to its insurer, investment manager or
Affiliates that paid for losses sustained by Customer.
31
10.3 INTERPRETATION
Headings are for convenience only and are not intended to affect
interpretation. References to Sections are to Sections of this
Agreement and references to sub-Sections and paragraphs are to
sub-Sections of the Sections and paragraphs of the sub-Sections in
which they appear.
10.4 ENTIRE AGREEMENT
(a) The following Rider(s) are incorporated into this Agreement:
[ ] Cash Trade Execution;
[ ] Cash Sweep;
[ ] Accounting Services;
[X] Mutual Fund (only with respect to Customer who is a
company registered under the Investment Company Act of 1940, as
amended);
[ ] Compliance Reporting Services; and
[ ] Performance Measurement Reporting Services.
(b) This Agreement, including the Schedules, Exhibits, and Riders
and the related Service Level Agreement and Key Performance
Indicators (and any separate agreement which Bank and Customer
may enter into with respect to any Cash Account), sets out the
entire Agreement between the parties in connection with the
subject matter, and this Agreement supersedes any other
agreement, statement, or representation relating to custody,
whether oral or written. Amendments must be in writing and
signed by both parties.
10.5 INFORMATION CONCERNING DEPOSITS AT BANK'S LONDON BRANCH
Under U.S. federal law, deposit accounts that Customer maintains in
Bank's foreign branches (outside of the U.S.) are not insured by the
Federal Deposit Insurance Corporation. In the event of Bank's
liquidation, foreign branch deposits have a lesser preference than
U.S. deposits, and such foreign deposits are subject to cross-border
risks. However, the Financial Services Compensation Scheme (the
"FSCS") was created under the Financial Services and Markets ▇▇▇
▇▇▇▇. The terms of the FSCS offer protection in connection with
deposits and investments in the event of the persons to whom Bank's
London Branch provides services suffering a financial loss as a
direct consequence of Bank's London Branch being unable to meet any
of its liabilities, and subject to the FSCS rules regarding eligible
claimants and eligible claims, the Customer may have a right to
claim compensation from the FSCS. Subject to the terms of the FSCS,
the limit on the maximum compensation sum payable by the FSCS in
relation to investment business is (pound)48,000 and in relation to
deposits is (pound)31,700. A detailed description of the FSCS
(including information on how to make a claim, eligibility criteria
and the procedures involved) is available from the FSCS who
32
can be contacted at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇.
10.6 INSURANCE
The Customer acknowledges that Bank will not be required to maintain
any insurance coverage specifically for the benefit of the Customer,
except that Bank will maintain commercially reasonable insurance
protection which covers Bank's duties and responsibilities generally
as a custodian of Financial Assets specifically for the benefit of
the Bank. Bank will provide details of its own general insurance
coverage to the Customer on request.
10.7 SECURITY HOLDING DISCLOSURE
With respect to Securities and Exchange Commission Rule 14b-2 under
The U.S Shareholder Communications Act, regarding disclosure of
beneficial owners to issuers of Securities, Bank is instructed not
to disclose the name, address or Security positions of Customer in
response to shareholder communications requests regarding the
Account.
10.8 USA PATRIOT ACT DISCLOSURE
Section 326 of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 ("USA PATRIOT Act") requires Bank to implement reasonable
procedures to verify the identity of any person that opens a new
Account with it. Accordingly, Customer acknowledges that Section 326
of the USA PATRIOT Act and Bank's identity verification procedures
require Bank to obtain information which may be used to confirm
Customer's identity including without limitation Customer's name,
address and organizational documents ("identifying information").
Customer may also be asked to provide information about its
financial status such as its current audited and unaudited financial
statements. Customer agrees to provide Bank with and consents to
Bank obtaining from third parties any such identifying and financial
information required as a condition of opening an account with or
using any service provided by Bank.
10.9 GOVERNING LAW AND JURISDICTION
This Agreement will be construed, regulated, and administered under
the laws of the United States or State of New York, as applicable,
without regard to New York's principles regarding conflict of laws,
except that the foregoing shall not reduce any statutory right to
choose New York law or forum. The United States District Court for
the Southern District of New York will have the sole and exclusive
jurisdiction over any lawsuit or other judicial proceeding relating
to or arising from this Agreement. If that court lacks federal
subject matter jurisdiction, the Supreme Court of the State of New
York, New York County will have sole and exclusive jurisdiction.
Either of these courts will have proper venue for any such lawsuit
or judicial proceeding, and the parties waive any
33
objection to venue or their convenience as a forum. The parties
agree to submit to the jurisdiction of any of the courts specified
and to accept service of process to vest personal jurisdiction over
them in any of these courts. The parties further hereby knowingly,
voluntarily and intentionally waive, to the fullest extent permitted
by applicable law, any right to a trial by jury with respect to any
such lawsuit or judicial proceeding arising or relating to this
Agreement or the transactions contemplated hereby. To the extent
that in any jurisdiction Customer may now or hereafter be entitled
to claim, for itself or its assets, immunity from suit, execution,
attachment (before or after judgement) or other legal process,
Customer shall not claim, and it hereby irrevocably waives, such
immunity.
10.10 SEVERABILITY; WAIVER; AND SURVIVAL
(a) If one or more provisions of this Agreement are held invalid,
illegal or unenforceable in any respect on the basis of any
particular circumstances or in any jurisdiction, the validity,
legality and enforceability of such provision or provisions
under other circumstances or in other jurisdictions and of the
remaining provisions will not in any way be affected or
impaired.
(b) Except as otherwise provided herein, no failure or delay on
the part of either party in exercising any power or right
under this Agreement operates as a waiver, nor does any single
or partial exercise of any power or right preclude any other
or further exercise, or the exercise of any other power or
right. No waiver by a party of any provision of this
Agreement, or waiver of any breach or default, is effective
unless it is in writing and signed by the party against whom
the waiver is to be enforced.
(c) The parties' rights, protections, and remedies under this
Agreement shall survive its termination.
10.11 CONFIDENTIALITY
(a) Subject to Clause 10.11(b) the Bank will hold all Confidential
Information in confidence and will not disclose any
Confidential Information except as may be required by
Applicable Law or a regulator with jurisdiction over the
Bank's business (provided that Bank will provide Customer
prior written notice of the same, to the extent such notice is
permitted); as necessary to the defense of any claim or cause
of action asserted against Bank (provided that Bank will
provide Customer prior written notice of the same, to the
extent such notice is permitted); or with the prior written
consent of the Customer.
(b) Solely to the extent required in connection with the Bank's
provision of services to Customer in accordance with this
Agreement, the Customer authorizes the Bank to disclose
Confidential Information to:
(i) any Subcustodian, subcontractor, agent, Securities
Depository, securities exchange, broker, third
party
34
agent, proxy solicitor, issuer, or any other
person that the Bank reasonably believes is
required in connection with the Bank's provision
of services to Customer under this Agreement;
(ii) its professional advisors, auditors or public
accountants;
(iii) its employees and Affiliates, and
(iv) any revenue authority or any governmental entity
in relation to the processing of any tax relief
claim.
(c) Subject to Clause 10.11(b) the Bank shall observe the same
degree of care as Bank observes with respect to its own
Confidential Information of a similar nature in preventing the
unauthorized use and dissemination of the Confidential
Information. Upon discovery of any unauthorized use or
disclosure of Confidential Information, Bank shall notify
Customer in writing and will specify the corrective action
taken or to be taken.
(d) If Bank or any of its Affiliate is requested or required (by
oral question, interrogatories requests for information or
documents, subpoena, civil investigative demand, or similar
process) to disclose any Confidential Information, Bank will
promptly notify Customer in writing (to the extent permitted)
of such request or requirement so that Customer may seek an
appropriate protective order with the reasonable cooperation
of Bank; provided, however, Customer shall reimburse Bank for
any out-of-pocket costs and expenses incurred by Bank in
cooperating with such request. If, in the failure to obtain a
protective order or in the absence of a waiver hereunder, the
Bank is, in the opinion of counsel to the Bank compelled to
disclose the Confidential Information, Bank may disclose only
such portion of the Confidential Information to the party
compelling disclosure as is required by Applicable Law.
(e) Except as otherwise required by Applicable Law or as needed to
enforce the terms of this Agreement, the parties shall hold
the terms and conditions of this Agreement in confidence.
10.12 COUNTERPARTS
This Agreement may be executed in several counterparts each of which
will be deemed to be an original and together will constitute one
and the same agreement.
10.13 NO THIRD PARTY BENEFICIARIES
A person who is not a party to this Agreement shall have no right to
enforce any term of this Agreement. Notwithstanding this
prohibition, this shall not limit the right to recover losses
sustained by Customer, by Customer's insurer, investment manager or
Affiliates who have paid for such losses.
35
EACH REGISTRANT LISTED JPMORGAN CHASE BANK, N.A.
ON SCHEDULE A HERETO, ON BEHALF
OF EACH OF ITS UNDERLYING SERIES
By: By:
------------------------- ----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: Executive Director
Date: June 24, 2008 Date: June 24, 2008
36
ADDENDUM TO MASTER GLOBAL CUSTODY AGREEMENT
The undersigned [_________________] ("Customer") incorporated under
the laws of [_________________] with address at [_________________]
hereby requests the securities custody services of JPMorgan Chase Bank, N.A.,
and Customer, by its signature below, agrees to the terms and conditions of that
certain Master Global Custody Agreement, dated [_________________] with
JPMorgan Chase Bank, N.A. on behalf of each of the RiverSource Funds listed on
Schedule A, which such Schedule A is hereby amended with the addition of the
Customer pursuant to this addendum.
THE CUSTOMER
By:
--------------------
Name:
Title:
Date:
JPMORGAN CHASE BANK, N.A.
By:
--------------------------
Name:
Title:
Date:
37
SCHEDULE A
LIST OF CUSTOMERS
RIVERSOURCE BOND SERIES, INC.
RiverSource Floating Rate Fund
RiverSource Income Opportunities Fund
RiverSource Inflation Protected Securities Fund
RiverSource Limited Duration Bond Fund
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RiverSource California Tax-Exempt Fund
RIVERSOURCE DIMENSIONS SERIES, INC.
RiverSource Disciplined Small and Mid Cap Equity Fund
RiverSource Disciplined Small Cap Value Fund
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RiverSource Diversified Bond Fund
RIVERSOURCE EQUITY SERIES, INC.
RiverSource Mid Cap Growth Fund
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Absolute Return Currency and Income Fund
RiverSource Emerging Markets Bond Fund
RiverSource Global Bond Fund
RiverSource Global Technology Fund
Threadneedle Emerging Markets Fund
Threadneedle Global Equity Fund
Threadneedle Global Equity Income Fund
Threadneedle Global Extended Alpha Fund
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RiverSource Short Duration U.S. Government Fund
RiverSource U.S. Government Mortgage Fund
RIVERSOURCE HIGH YIELD INCOME SERIES, INC.
RiverSource High Yield Bond 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 Partners International Select Growth Fund
RiverSource Partners International Select Value Fund
RiverSource Partners International Small Cap Fund
RIVERSOURCE INTERNATIONAL SERIES, INC.
RiverSource Disciplined International Equity Fund
Threadneedle European Equity Fund
Threadneedle International Opportunity Fund
RIVERSOURCE INVESTMENT SERIES, INC.
RiverSource Balanced Fund
RiverSource Disciplined Large Cap Growth Fund
RiverSource Disciplined Large Cap Value Fund
RiverSource Diversified Equity Income Fund
RiverSource Mid Cap Value Fund
RIVERSOURCE LARGE CAP SERIES, INC.
RiverSource Disciplined Equity Fund
RiverSource Growth Fund
RiverSource Large Cap Equity Fund
RiverSource Large Cap Value Fund
RIVERSOURCE MANAGERS SERIES, INC.
RiverSource Partners Aggressive Growth Fund
RiverSource Partners Fundamental Value Fund
RiverSource Partners Select Value Fund
RiverSource Partners Small Cap Equity Fund
RiverSource Partners Small Cap Value Fund
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
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 S&P 500 Index Fund
RiverSource Small Company Index Fund
RIVERSOURCE MONEY MARKET SERIES, INC.
RiverSource Cash Management Fund
RIVERSOURCE SECTOR SERIES, INC.
RiverSource Dividend Opportunity Fund
RiverSource Real Estate Fund
RIVERSOURCE SELECTED SERIES, INC.
RiverSource Precious Metals and Mining Fund
RIVERSOURCE SERIES TRUST
RiverSource 120/20 Contrarian Equity Fund
RiverSource 130/30 U.S. 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
RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC.
RiverSource Short-Term Cash Fund
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RiverSource Minnesota Tax-Exempt Fund
RiverSource New York Tax-Exempt Fund
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RiverSource Strategic Allocation Fund
RiverSource Strategic Income Allocation Fund
38
RIVERSOURCE STRATEGY SERIES, INC.
RiverSource Equity Value Fund
RiverSource Partners Small Cap Growth Fund
RiverSource Small Cap Advantage Fund
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RiverSource Tax-Exempt High Income Fund
RIVERSOURCE TAX-EXEMPT MONEY MARKET SERIES, INC.
RiverSource Tax-Exempt Money Market Fund
RIVERSOURCE VARIABLE SERIES TRUST
Disciplined Asset Allocation Portfolios - Aggressive
Disciplined Asset Allocation Portfolios - Conservative
Disciplined Asset Allocation Portfolios - Moderate
Disciplined Asset Allocation Portfolios - Moderately Aggressive
Disciplined Asset Allocation Portfolios - Moderately Conservative
RiverSource Partners Variable Portfolio - Fundamental Value Fund
RiverSource Partners Variable Portfolio - Select Value Fund
RiverSource Partners Variable Portfolio - Small Cap Value Fund
RiverSource Variable Portfolio - Balanced Fund
RiverSource Variable Portfolio - Cash Management Fund
RiverSource Variable Portfolio - Core Equity Fund
RiverSource Variable Portfolio - Diversified Bond Fund
RiverSource Variable Portfolio - Diversified Equity Income Fund
RiverSource Variable Portfolio - Global Bond Fund
RiverSource Variable Portfolio - Global Inflation Protected Securities Fund
RiverSource Variable Portfolio - Growth Fund
RiverSource Variable Portfolio - High Yield Bond Fund
RiverSource Variable Portfolio - Income Opportunities Fund
RiverSource Variable Portfolio - Large Cap Equity Fund
RiverSource Variable Portfolio - Large Cap Value Fund
RiverSource Variable Portfolio - Mid Cap Growth Fund
RiverSource Variable Portfolio - Mid Cap Value Fund
RiverSource Variable Portfolio - S&P 500 Index Fund
RiverSource Variable Portfolio - Short Duration U.S. Government Fund
RiverSource Variable Portfolio - Small Cap Advantage Fund
Threadneedle Variable Portfolio - Emerging Markets Fund
Threadneedle Variable Portfolio - International Opportunity Fund
RIVERSOURCE TAX-EXEMPT SERIES, INC.
RiverSource Intermediate Tax-Exempt Fund
RiverSource Tax-Exempt Bond Fund
39