SUBADVISORY AGREEMENT
Agreement made as of the 1st day of June, 2006 by and between RiverSource
Investments, LLC, a Minnesota limited liability company ("Investment Manager"),
and Metropolitan West Capital Management, LLC, a California 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 as a value-style investment
manager, and Subadviser is willing to render such investment advisory services.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. Subadviser's Duties.
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(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
be purchased, retained, or sold with respect to that portion of
the Fund allocated to it by Investment Manager, and what
portion of such assets will be invested or held uninvested as
cash. Subadviser is prohibited from consulting with any other
subadviser of the Fund concerning transactions of the Fund in
securities or other assets, other than for purposes of
complying with the conditions of Rule 12d3-1 (a) or (b) of the
1940 Act. Subadviser will not be responsible for voting proxies
issued by companies held in the Fund. Subadviser will not be
responsible for filing claims in class action settlements
related to securities currently or previously held by that
portion of the Fund allocated to it by Investment Manager.
(ii) Investment Limits. In the performance of its duties and
obligations under this Agreement, Subadviser shall act in
conformity with applicable limits
and requirements, as amended from time to time, as set forth in
the (A) Fund's Prospectus and Statement of Additional
Information ("SAI"); (B) instructions and directions of
Investment Manager and of the Board; (C) requirements of the
1940 Act, the Internal Revenue Code of 1986, as amended, as
applicable to the Fund, and all other applicable federal and
state laws and regulations; and (D) the procedures and
standards set forth in, or established in accordance with, the
Advisory Agreement to the extent communicated to Subadviser.
(iii) Portfolio Transactions.
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(A) Trading. With respect to the securities and other
investments to be purchased or sold for the Fund,
Subadviser shall place orders with or through such
persons, brokers, dealers, or futures commission merchants
(including, but not limited to, broker-dealers that are
affiliated with Investment Manager or Subadviser) selected
by Subadviser; provided, however, that such orders shall
be consistent with the brokerage policy set forth in the
Fund's Prospectus and SAI, or approved by the Board;
conform with federal securities laws; and be consistent
with seeking best execution. Within the framework of this
policy, Subadviser may consider the research, investment
information, and other services provided by, and the
financial responsibility of, brokers, dealers, or futures
commission merchants who may effect, or be a party to, any
such transaction or other transactions to which
Subadviser's other clients may be a party.
(B) Aggregation of Trades. On occasions when Subadviser deems
the purchase or sale of an investment 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 investment to be sold or
purchased in order to seek best execution. In such event,
allocation of the investment so purchased or sold, as well
as the expenses incurred in the transaction, will be made
by Subadviser in the manner Subadviser considers to be
the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.
(iv) Records and Reports. Subadviser (A) shall maintain such books
and records as are required based on the services provided by
Subadviser pursuant to this Agreement under the 1940 Act and as
are necessary for Investment Manager to meet its record keeping
obligations generally set forth under Section 31 and related
rules thereunder, (B) shall render to the Board such periodic
and special reports as the Board or Investment Manager may
reasonably request in writing, and (C) shall meet with any
persons at the request of Investment Manager or the Board for
the purpose
of reviewing Subadviser's performance under this Agreement at
reasonable times and upon reasonable advance written notice.
(v) Transaction Reports. Subadviser shall provide the Fund's
custodian on each business day with information relating to all
transactions concerning the Fund's assets and shall provide
Investment Manager with such information upon Investment
Manager's request.
(b) Compliance Program and Ongoing Certification(s). As requested,
Subadviser shall timely provide to Investment Manager (i) information
and commentary for the Fund's annual and semi-annual reports, in a
format approved by Investment Manager, and shall (A) certify that such
information and commentary does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
information and commentary not misleading, and (B) provide additional
certifications related to Subadviser's management of the Fund in order
to support the Fund's filings on Form N-CSR and Form N-Q, and the
Fund's Principal Executive Officer's and Principal Financial Officer's
certifications under Rule 30a-2 of the 1940 Act, thereon; (ii) a
quarterly sub-certification with respect to compliance matters related
to Subadviser and the Subadviser's management of the Fund, in a format
reasonably requested by Investment Manager, as it may be amended from
time to time; and (iii) an annual certification from the Subadviser's
Chief Compliance Officer, appointed under Rule 206(4)-7 of the
Investment Advisers Act of 1940 (the "Advisers Act"), or his or her
designee with respect to the design and operation of Subadviser's
compliance program, in a format reasonably requested by Investment
Manager.
(c) Maintenance of Records. Subadviser shall timely furnish to Investment
Manager all information relating to Subadviser's services hereunder
which are needed by Investment Manager to maintain the books and
records of the Fund required under the 1940 Act. Subadviser shall
maintain for the Fund the records required by paragraphs (b)(5),
(b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940
Act and any additional records as agreed upon by Subadviser and
Investment Manager. Subadviser agrees that all records which it
maintains for the Fund are the property of the Fund and Subadviser
will surrender promptly to the Fund any of such records upon the
Fund's request; provided, however, that Subadviser may retain a copy
of such records. Subadviser further agrees to preserve for the periods
prescribed under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.
(d) Fidelity Bond and Code of Ethics. Subadviser will provide the Fund
with reasonable evidence that, with respect to its activities on
behalf of the Fund, Subadviser is maintaining (i) adequate fidelity
bond insurance and (ii) an appropriate Code of Ethics and related
reporting procedures.
(e) Confidentiality. Subadviser agrees that it shall exercise the same
standard of care that it uses to protect its own confidential and
proprietary information, but no less
than reasonable care, to protect the confidentiality of the Portfolio
Information. As used herein "Portfolio Information" means
confidential and proprietary information with regard to the portfolio
holdings and characteristics of the portion of the Fund allocated to
Subadviser, that Subadviser manages under the terms of this Agreement.
Subadviser will restrict access to the Portfolio Information to those
employees of Subadviser who will use it only for the purpose of
managing its portion of the Fund. The foregoing shall not prevent
Subadviser from disclosing Portfolio Information that is (1) publicly
known or becomes publicly known through no unauthorized act, (2)
rightfully received from a third party without obligation of
confidentiality, (3) approved in writing by Investment Manager for
disclosure, or (4) required to be disclosed pursuant to a requirement
of a governmental agency or law so long as Subadviser provides
Investment Manager with prompt written notice of such requirement
prior to any such disclosure.
2. Investment Manager's Duties. Investment Manager shall continue to have
responsibility for all other services to be provided to the Fund pursuant
to the Advisory Agreement and shall oversee and review Subadviser's
performance of its duties under this Agreement. Investment Manager shall
also retain direct portfolio management responsibility with respect to any
assets of the Fund which are not allocated by it to the portfolio
management of Subadviser as provided in paragraph 1(a) hereof or to any
other subadviser. Investment Manager will periodically provide to
Subadviser a list of the affiliates of Investment Manager or the Fund to
which investment restrictions apply, and will specifically identify in
writing (a) all publicly traded companies in which the Fund may not
invest, together with ticker symbols for all such companies (Subadviser
will assume that any company name not accompanied by a ticker symbol is
not a publicly traded company), and (b) any affiliated brokers and any
restrictions that apply to the use of those brokers by the Fund.
3. Documents Provided to Subadviser. Investment Manager has delivered or will
deliver to Subadviser current copies and supplements thereto of each of
the Prospectus and SAI pertaining to the Fund, and will promptly deliver
to it all future amendments and supplements, if any.
4. Compensation of Subadviser. For the services provided and the expenses
assumed pursuant to this Agreement, Investment Manager will pay to
Subadviser, effective from the date of this Agreement, a fee which shall
be accrued daily and paid monthly, on or before the last business day of
the next succeeding calendar month, from the Fund's assets at the annual
rates as a percentage of the Fund's average daily net assets set forth in
the attached Schedule A which Schedule can be modified from time to time
upon mutual agreement of the parties to reflect changes in annual rates,
subject to appropriate approvals required by the 1940 Act, if any. If this
Agreement becomes effective or terminates before the end of any month,
the fee for the period from the effective date to the end of the month or
from the beginning of such month to the date of termination, as the case
may be, shall be prorated according to the proportion that such month
bears to the full month in which such effectiveness or termination occurs.
5. Liability of Subadviser. Subadviser agrees to perform faithfully the
services required to be rendered to the Fund under this Agreement, but
nothing herein contained shall make Subadviser or any of its officers,
partners, or employees liable for any loss sustained by the Fund or its
officers, directors, or shareholders, Investment Manager, or any other
person on account of the services which Subadviser may render or fail to
render under this Agreement; provided, however, that nothing herein shall
protect Subadviser against liability to the Fund or to any of its
shareholders, to which Subadviser would otherwise be subject, by reason of
its willful misfeasance, bad faith, or negligence in the performance of
its duties, or by reason of its reckless disregard of its obligations and
duties under this Agreement. Nothing in this Agreement shall protect
Subadviser from any liabilities, which it may have under the Securities
Act of 1933, as amended, (the "1933 Act") or the 1940 Act. Subadviser does
not warrant that the portion of the assets of the Fund managed by
Subadviser will achieve any particular rate of return or that its
performance will match any benchmark index or other standard or objective.
6. Representations of Subadviser. Subadviser represents and warrants as
follows:
(a) Subadviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has appointed a Chief Compliance Officer under Rule
206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, has adopted
written policies and procedures that are reasonably designed to
prevent violations of the Advisers Act from occurring, detect
violations that have occurred, correct promptly any violations that
have occurred, and will provide promptly notice of any material
violations relating to the Fund to Investment Manager; (v) has met and
will seek to continue to meet for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory
agency necessary to be met in order to perform the services
contemplated by this Agreement; (vi) has the authority to enter into
and perform the services contemplated by this Agreement; and (vii)
will promptly notify Investment Manager of the occurrence of any event
that would disqualify Subadviser from serving as an investment adviser
of an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
(b) Subadviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide
Investment Manager with a copy of the code of ethics. Within 60 days
of the end of the last calendar quarter of each year that this
Agreement is in effect, a duly authorized officer of Subadviser shall
certify to Investment Manager that Subadviser has complied with the
requirements of Rule 17j-1 during the previous year and that there has
been no material violation of Subadviser's code of ethics or, if such
a violation has occurred, that appropriate action was taken in
response to such violation.
(c) Subadviser has provided Investment Manager with a copy of its Form ADV
Part II, which as of the date of this Agreement is its Form ADV
Part II as most recently deemed to be filed with the Securities and
Exchange Commission ("SEC"), and promptly will furnish a copy of all
amendments to Investment Manager at least annually.
(d) Subadviser will promptly notify Investment Manager of any changes in
the Controlling Shareholders/Managing Partners or in the key personnel
who are either the portfolio manager(s) responsible for the Fund or
the Subadviser's Chief Executive Officer or President, or if there
is otherwise an actual or expected change in control or management of
Subadviser.
(e) Subadviser agrees that neither it nor any of its affiliates will in
any way refer directly or indirectly to its relationship with the Fund
or Investment Manager, or any of their respective affiliates in
offering, marketing, or other promotional materials without the prior
written consent of Investment Manager.
7. Representations of Investment Manager. Investment Manager represents and
warrants as follows:
(a) Investment Manager (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the
1940 Act or the Advisers Act from performing the services contemplated
by this Agreement, (iii) has met and will seek to continue to meet for
so long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency necessary to be met in
order to perform the services contemplated by this Agreement; (iv) has
the authority to enter into and perform the services contemplated by
this Agreement; and (v) will promptly notify Subadviser of the
occurrence of any event that would disqualify Investment Manager from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or
otherwise.
(b) Investment Manager agrees that neither it nor any of its affiliates
will in any way refer directly or indirectly to its relationship with
Subadviser, or any of its affiliates in offering, marketing, or other
promotional materials without the prior written consent of Subadviser.
8. Liability and Indemnification.
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(a) Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Subadviser, any of its affiliates and any of
the officers, partners, employees, consultants, or agents thereof
shall not be liable for any losses, claims, damages, liabilities, or
litigation (including legal and other expenses) incurred or suffered
by the Fund, Investment Manager, or any of its affiliated persons
thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) 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 negligence of Subadviser
in the performance of any of its duties or obligations hereunder;
(ii) any untrue statement of a material fact regarding the Subadviser
contained in the Prospectus and SAI, proxy materials, reports,
advertisements, sales literature, or other materials pertaining to the
Fund or the omission to state therein a material fact regarding the
Subadviser known to Subadviser which was required to be stated therein
or necessary to make the statements therein not misleading, if such
statement or omission was made in reliance upon written information
furnished to Investment Manager or the Fund by the Subadviser
Indemnitees (as defined below) for use therein; or (iii) any violation
of federal or state statutes or regulations by Subadviser. It is
further understood and agreed that Subadviser may rely upon
information furnished to it by Investment Manager that it reasonably
believes to be accurate and reliable. The federal securities laws
impose liabilities in certain circumstances on persons who act in good
faith, and therefore nothing herein shall in any way constitute a
waiver of limitation of any rights which Investment Manager may have
under any securities laws.
(b) Except as may otherwise be provided by the 1940 Act or any other
federal securities law, Investment Manager and the Fund shall not be
liable for any losses, claims, damages, liabilities, or litigation
(including legal and other expenses) incurred or suffered by
Subadviser or any of its affiliated persons thereof (within the
meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons
(as described in Section 15 of the 1933 Act) (collectively,
"Subadviser Indemnitees") as a result of any error of judgment or
mistake of law by Investment Manager with respect to the Fund, except
that nothing in this Agreement shall operate or purport to operate
in any way to exculpate, waive, or limit the liability of Investment
Manager for, and Investment Manager shall indemnify and hold harmless
the Subadviser Indemnitees against any and all losses, claims,
damages, liabilities, or litigation (including reasonable legal and
other expenses) to which any of the Subadviser Indemnitees may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, or under
any other statute, at common law, or otherwise arising out of or based
on (i) any willful misconduct, bad faith, reckless disregard, or
negligence of Investment Manager in the performance of any of its
duties or obligations hereunder; (ii) any untrue statement of a
material fact contained in the Prospectus and SAI, proxy materials,
reports, advertisements, sales literature, or other materials
pertaining to the Fund or the omission to state therein a material
fact known to Investment Manager which was required to be stated
therein or necessary to make the statements
therein not misleading, unless such statement or omission concerned
the subadviser and was made in reliance upon written information
furnished to Investment Manager or the Fund by a Subadviser Indemnitee
for use therein, or (iii) any violation of federal or state statutes
or regulations by Investment Manager or the Fund.
(c) After receipt by Investment Manager or Subadviser, its affiliates, or
any officer, director, employee, or agent of any of the foregoing,
entitled to indemnification as stated in (a) or (b) above
("Indemnified Party") of notice of the commencement of any action, if
a claim in respect thereof is to be made against any person obligated
to provide indemnification under this section ("Indemnifying Party"),
such Indemnified Party shall notify the Indemnifying Party in writing
of the commencement thereof as soon as practicable after the summons
or other first written notification giving information of the nature
of the claim that has been served upon the Indemnified Party; provided
that the failure to so notify the Indemnifying Party will not relieve
the Indemnifying Party from any liability under this section, except
to the extent that the omission results in a failure of actual notice
to the Indemnifying Party and such Indemnifying Party is damaged
solely as a result of the failure to give such notice. The
Indemnifying Party, upon the request of the Indemnified Party, shall
retain counsel satisfactory to the Indemnified Party to represent the
Indemnified Party in the proceeding, and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless (1) the Indemnifying Party
and the Indemnified Party shall have mutually agreed to the retention
of such counsel, or (2) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying Party
and the Indemnified Party and representation by both parties by the
same counsel would be inappropriate due to actual or potential
differing interests between them. The Indemnifying Party shall not be
liable for any settlement of any proceeding effected without its
written consent, which consent shall not be unreasonably withheld, but
if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the Indemnified
Party from and against any loss or liability by reason of such
settlement or judgment.
9. Duration and Termination.
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(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 1(a)(iv)(A), 1(d), 1(e), 5, 8(a), 8(b),
8(c), 15, 17, and 18, shall survive such termination of the Agreement.
10. Subadviser's Services Are Not Exclusive. Nothing in this Agreement shall
limit or restrict the right of Subadviser or any of its partners,
officers, or employees to engage in any other business or to devote his or
her time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, or limit or
restrict Subadviser's right to engage in any other business or to render
services of any kind to any other mutual fund, corporation, firm,
individual, or association.
11. References to Subadviser. During the term of this Agreement, Investment
Manager agrees to furnish to Subadviser at its principal office all
prospectuses, proxy statements, reports to shareholders, sales literature,
or other material prepared for distribution to sales personnel,
shareholders of the Fund or the public, which refer to Subadviser or its
clients in any way, prior to use thereof and not to use such material if
Subadviser reasonably objects in writing five business days (or such other
time as may be mutually agreed upon) after receipt thereof. Sales
literature may be furnished to Subadviser hereunder by first-class or
overnight mail, electronic or facsimile transmission, or hand delivery.
12. Notices. Any notice under this Agreement must be given in writing as
provided below or to another address as either party may designate in
writing to the other.
Subadviser:
▇▇▇▇ ▇▇▇▇▇▇▇▇
President
Metropolitan West Capital Management, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Investment Manager:
▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President, Funds 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 (as defined in the ▇▇▇▇ ▇▇▇)
shall be made by Investment Manager without the prior written consent of
the Fund and Investment Manager. Notwithstanding the foregoing, no
assignment shall be deemed to result from any changes in the directors,
officers, or employees of Investment Manager or Subadviser except as may
be provided to the contrary in the 1940 Act or the rules and regulations
thereunder.
15. Governing Law. This Agreement, and, in the event of termination of the
Agreement, those paragraphs that survive such termination of the Agreement
under paragraph 9, shall be governed by the laws of the State of
Minnesota, without giving effect to the conflicts of laws principles
thereof, or any applicable provisions of the 1940 Act. Any claim or action
brought by one of the parties hereto in connection with this Agreement
shall be
brought in the appropriate Federal or State court located in Hennepin
County, Minnesota, and the parties hereto irrevocably consent to the
exclusive jurisdiction of such court. To the extent that the laws of the
State of Minnesota, or any of the provision of this Agreement, conflict
with applicable provisions of the 1940 Act, the latter shall control.
16. Entire Agreement. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof.
17. Severability. Should any part of this Agreement be held invalid by a court
decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement and, in the event of
termination of the Agreement, those paragraphs that survive such
termination of the Agreement under paragraph 9, shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors.
18. Interpretation. Any questions of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a term
or provision of the 1940 Act shall be resolved by reference to such term
or provision in the 1940 Act and to interpretation thereof, if any, by the
federal courts or, in the absence of any controlling decision of any such
court, by rules, regulations, or orders of the SEC validly issued pursuant
to the 1940 Act. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is altered by a rule,
regulation, or order of the SEC, whether of special or general
application, such provision shall be deemed to incorporate the effect
of such rule, regulation, or order.
19. Headings. The headings in this Agreement are intended solely as a
convenience and are not intended to modify any other provision herein.
20. Authorization. Each of the parties represents and warrants that the
execution and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by
all necessary corporate action by such party and when so executed and
delivered, this Agreement will be the valid and binding obligation of such
party in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
RIVERSOURCE INVESTMENTS, LLC METROPOLITAN WEST CAPITAL
MANAGEMENT, LLC
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Signature Signature
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Printed Printed
Title: Senior Vice President Title: President
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Date: June 1, 2006 Date: June 1, 2006
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
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On all assets 50 bp
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 Value Fund, a series of RiverSource Managers Series,
Inc.
Date: June 1, 2006