TRANSFER AGENCY AGREEMENT
AMENDED AND RESTATED
This Transfer Agency Agreement, effective as of May 1, 2006 ("Agreement"), is by
and between RiverSource Service Corporation ("Transfer Agent"), a Minnesota
corporation, and each of the Corporations and Trusts ("Registrants"), each on
behalf of their underlying series listed in Schedule A. The terms "Fund" or
"Funds" are used to refer to either the Registrants or the underlying series as
context requires.
In consideration of the mutual promises set forth below, the Fund and the
Transfer Agent agree as follows:
1. Appointment of the Transfer Agent. The Fund hereby appoints the Transfer
Agent, as transfer agent for its shares ("shares") and as shareholder
servicing agent for the Fund, and the Transfer Agent accepts such
appointment and agrees to perform the duties set forth below.
2. Compensation.
(a) The Fund will compensate the Transfer Agent for the performance of its
obligations as set forth in Schedule B. Schedule B does not include
out-of-pocket disbursements of the Transfer Agent for which the
Transfer Agent shall be entitled to ▇▇▇▇ the Fund separately.
(b) The Transfer Agent will ▇▇▇▇ the Fund at the end of each period, as
described in Schedule B. The fee provided for hereunder shall be paid
in cash by the Fund to the Transfer Agent within five (5) business
days after the last day of each period.
(c) Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule C. Reimbursement by the Fund for
expenses incurred by the Transfer Agent in any month shall be made as
soon as practicable after the receipt of an itemized ▇▇▇▇ from the
Transfer Agent.
(d) Any compensation jointly agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Schedule B, dated and
signed by an officer of the parties.
3. Documents. The Fund will furnish from time to time such certificates,
documents or opinions as the Transfer Agent deems to be appropriate or
necessary for the proper performance of its duties.
4. Representations of the Fund and the Transfer Agent.
(a) The Fund represents to the Transfer Agent that all outstanding shares
are validly issued, fully paid and non-assessable by the Fund.
(b) The Transfer Agent represents that it is registered under Section
17A(c) of the Securities Exchange Act of 1934. The Transfer Agent
agrees to maintain the necessary facilities, equipment and personnel
to perform its duties and obligations under this Agreement and to
comply with all applicable laws.
5. Duties of the Transfer Agent. The Transfer Agent shall be responsible,
separately and through its subsidiaries or affiliates, or authorized
designees ("Subcontractors") for the following functions:
(a) Sale of Fund Shares.
(1) On receipt of an application and payment, wired instructions and
payment, or payment identified as being for the account of a
shareholder ("shareholder"), the Transfer Agent will deposit the
payment, prepare and present the necessary report to the company
selected by the Boards of Directors/Trustees of the Fund
("Board") for the safekeeping of the Fund's assets (the
"Custodian") and record the purchase of shares in a timely
fashion in accordance with the terms of a Fund's prospectus. All
shares shall be held in book entry form, and no certificate shall
be issued except as has been previously issued.
(2) On receipt of notice that payment was dishonored, the Transfer
Agent shall stop redemptions of all shares owned by the
shareholder related to that payment, place a stop payment on any
checks that have been issued to redeem shares of the shareholder,
cancel such shares for which payment was dishonored and take such
other action as it deems appropriate.
(b) Redemption of Fund Shares. On receipt of instructions to redeem shares
in accordance with the terms of a Fund's prospectus, the Transfer
Agent will record the redemption of shares of the Fund, prepare and
present the necessary report to the Custodian and pay the proceeds of
the redemption to the shareholder, an authorized agent or legal
representative upon the receipt of the monies from the Custodian.
(c) Transfer or Other Change Pertaining to Fund Shares. On receipt of
instructions or forms acceptable to the Transfer Agent to transfer the
shares to the name of a new owner, change the name or address of the
present owner or take other legal action, the Transfer Agent will take
such action as is requested.
(d) Exchange of Fund Shares. On receipt of instructions to exchange the
shares of a Fund for the shares of another Fund or other affiliated
product in accordance with the terms of the prospectus, the Transfer
Agent will process the exchange in the same manner as a redemption and
sale of shares.
(e) Right to Seek Assurance. The Transfer Agent may refuse to transfer,
exchange or redeem shares of the Fund or take any action requested by
a shareholder until it is satisfied that the requested transaction or
action is legally authorized or until it is satisfied there is no
basis for any claims adverse to the transaction or action. It may rely
on the provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers or the Uniform Commercial Code. The Fund
shall indemnify the Transfer Agent for any act done or omitted to be
done in reliance on such laws or for refusing to transfer, exchange or
redeem shares or taking any requested action if it acts on a good
faith belief that the transaction or action is illegal or
unauthorized.
(f) Shareholder Records, Reports and Services.
(1) The Transfer Agent shall maintain all shareholder accounts, which
shall contain all required tax, legally imposed and regulatory
information; shall provide shareholders, and file with federal
and state agencies, all required tax and other reports pertaining
to shareholder accounts; shall prepare shareholder mailing lists;
shall cause to be delivered all required prospectuses, annual
reports,
semiannual reports, statements of additional information (upon
request), proxies and other communications to shareholders; and
shall cause proxies to be tabulated.
(2) The Transfer Agent shall respond to all valid inquiries related
to its duties under this Agreement.
(3) The Transfer Agent shall create and maintain all records in
accordance with all applicable laws, rules and regulations,
including, but not limited to, the records required by Section
31(a) of the Investment Company Act of 1940, as amended.
(g) Dividends and Distributions. The Transfer Agent shall prepare and
present the necessary report to the Custodian and shall cause to be
prepared and transmitted the payment of income dividends and capital
gains distributions or cause to be recorded the investment of such
dividends and distributions in additional shares of the Fund or as
directed by instructions or forms acceptable to the Transfer Agent.
(h) Confirmations and Statements. The Transfer Agent shall confirm each
transaction either at the time of the transaction or through periodic
reports as may be legally permitted.
(i) Lost or Stolen Checks. The Transfer Agent will replace lost or stolen
checks issued to shareholders upon receipt of proper notification and
will maintain any stop payment orders against the lost or stolen
checks as it is economically desirable to do.
(j) Reports to Fund. The Transfer Agent will provide reports pertaining to
the services provided under this Agreement as the Fund may request to
ascertain the quality and level of services being provided or as
required by law.
(k) Market Timing. The Transfer Agent will assist other Fund service
providers as necessary in the implementation of the Fund's market
timing policy adopted by the Board, as set forth in the Fund's
prospectus.
(l) Money Laundering Prevention Program. The Transfer Agent agrees to
perform such agreed anti-money laundering ("AML") functions with
respect to purchases of the Funds' shares as the Funds or their agent
may delegate to the Transfer Agent from time to time or as the
Transfer Agent is otherwise obligated to perform. In accordance with
mutually-agreed procedures, the Transfer Agent shall use its best
efforts in carrying out such agreed functions consistent with the
requirements of the Funds' AML program. The Funds acknowledge that
their shareholders (which for this purpose shall mean only
shareholders of record) are customers of the Funds and not customers
of the Transfer Agent and the Funds retain legal responsibility under
the USA PATRIOT Act for AML compliance with respect to transactions in
their shares. The Transfer Agent agrees to cooperate with any request
from examiners of United States Government agencies having
jurisdiction over the Funds for information and records relating to
the Funds' AML program and consents to inspection by such examiners
for this purpose.
(m) Other Duties. The Transfer Agent may perform other duties for
additional compensation if agreed to in writing by the parties to this
Agreement as described in Schedule D.
6. Ownership and Confidentiality of Records.
(a) General. The Transfer Agent agrees that all records prepared or
maintained by it relating to the services to be performed by it under
the terms of this Agreement are the property of the Fund and may be
inspected by the Fund or any person retained by the Fund at reasonable
times. The Fund and Transfer Agent agree to protect the
confidentiality of those records.
(b) Regulation S-P.
(1) In accordance with Regulation S-P of the Securities and Exchange
Commission, "Nonpublic Personal Information" includes (1) all
personally identifiable financial information; (2) any list,
description, or other grouping of consumers (and publicly
available information pertaining to them) that is derived using
any personally identifiable financial information that is not
publicly available information; and (3) any information derived
therefrom.
(2) The Transfer Agent must not use or disclose Nonpublic Personal
Information for any purpose other than to carry out the purpose
for which Nonpublic Personal Information was provided to the
Transfer Agent as set forth in this Agreement, and agrees to
cause the Transfer Agent, and its employees, agents,
representatives, or any other party to whom the Transfer Agent
may provide access to or disclose Nonpublic Personal Information
to limit the use and disclosure of Nonpublic Personal Information
to that purpose.
(3) The Transfer Agent agrees to implement appropriate measures
designed to ensure the security and confidentiality of Nonpublic
Personal Information, to protect such information against any
anticipated threats or hazards to the security or integrity of
such information, and to protect against unauthorized access to,
or use of, Nonpublic Personal Information that could result in
substantial harm or inconvenience to any customer of the Fund;
the Transfer Agent further agrees to cause all its agents,
representatives, Subcontractors, or any other party to whom the
Transfer Agent may provide access to, or disclose, Nonpublic
Personal Information to implement appropriate measures designed
to meet the objectives set forth in this paragraph.
(4) With respect only to the provisions of this Section 6(b), the
Transfer Agent agrees to indemnify and hold harmless the Fund and
any officer or director/trustee of the Board ("Board member"),
against losses, claims, damages, expenses, or liabilities to
which the Fund, or any officer or Board member of the Fund, may
become subject as the result of (1) a material breach of the
provisions of this section of the Agreement or (2) any acts or
omissions of the Transfer Agent, or of any of its officers,
directors, employees, representatives, Subcontractors or agents,
that are not in accordance with this Agreement, including, but
not limited to, any violation of any federal statute or
regulation. Notwithstanding the foregoing, no party shall be
entitled to indemnification pursuant to this Section 6(b)(4) if
such loss, claim, damage, expense, or liability is due to the
willful misfeasance, bad faith, gross negligence, or reckless
disregard of duty by the party seeking indemnification.
7. Action by Board and Opinion of Counsel. The Transfer Agent may rely on
resolutions of the Board or the Executive Committee of the Board and on
opinion of counsel for the Fund.
8. Duty of Care. It is understood and agreed that, in furnishing the Fund with
the services as herein provided, neither the Transfer Agent, nor any
officer, director or agent thereof shall be held liable for any loss
arising out of or in connection with their actions under this Agreement so
long as they act in good faith and with due diligence, and are not
negligent or guilty of any willful misconduct. It is further understood and
agreed that the Transfer Agent may rely upon information furnished to it
reasonably believed to be accurate and reliable. In the event the Transfer
Agent is unable to perform its obligations under the terms of this
Agreement because of an act of God, strike or equipment or transmission
failure reasonably beyond its control, the Transfer Agent shall not be
liable for any damages resulting from such failure.
9. Term and Termination. This Agreement shall continue in effect from year to
year as the parties may mutually agree, provided that either party may
terminate this Agreement by giving the other party notice in writing
specifying the date of such termination, which shall be not less than 60
days after the date of receipt of such notice. In the event such notice is
given by the Fund, it shall be accompanied by a vote of the Board,
certified by the Secretary, electing to terminate this Agreement and
designating a successor transfer agent or transfer agents. Upon such
termination and at the expense of the Fund, the Transfer Agent will
promptly deliver to such successor a certified list of shareholders of the
Fund (with name, address and taxpayer identification or Social Security
number), a historical record of the account of each shareholder and the
status thereof, and all other relevant books, records, correspondence, and
other data established or maintained by the Transfer Agent under this
Agreement in the form reasonably acceptable to the Fund, and will cooperate
in the transfer of such duties and responsibilities, including provisions
for assistance from the Transfer Agent's personnel in the establishment of
books, records and other data by such successor or successors.
10. Amendment. This Agreement may not be amended or modified in any manner
except by a written agreement executed by the parties.
11. Subcontractors. The Fund agrees that the Transfer Agent may subcontract for
services described under this Agreement with the understanding that there
shall be no diminution in the quality or level of the services as
determined by the Fund and that the Transfer Agent remains fully
responsible for the services. Except for out-of-pocket expenses identified
in Schedule C, the Transfer Agent shall bear the cost of subcontracting
such services, unless otherwise agreed by the parties. The Fund agrees that
the Transfer Agent may use revenues from the Agreement to pay
subcontractors for the services they provide.
12. Miscellaneous.
(a) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the
written consent of the other party.
(b) This Agreement shall be governed by the laws of the State of
Minnesota.
(c) For each Fund that is organized as a Massachusetts Business Trust, a
copy of the Declaration of Trust, together with all amendments, is on
file in the office of the Secretary of State of the Commonwealth of
Massachusetts. The execution and delivery of this Agreement has been
authorized by the Trustees and the Agreement has been
signed by an authorized officer of the Fund. It is expressly agreed
that the obligations of the Fund under this Agreement shall not be
binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Fund, personally, but bind only the assets
and property of the Fund, as provided in the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers as of the day and year written above.
RiverSource Bond Series, Inc.
RiverSource California Tax-Exempt Trust
RiverSource Dimensions Series, Inc.
RiverSource Discovery Series, Inc.
RiverSource Diversified Income Series, Inc.
RiverSource Equity Series, Inc.
RiverSource Global Series, Inc.
RiverSource Government Income Series, Inc.
RiverSource High Yield Income Series, Inc.
RiverSource Income Series, Inc.
RiverSource International Managers Series, Inc.
RiverSource International Series, Inc.
RiverSource Investment Series, Inc.
RiverSource Large Cap Series, Inc.
RiverSource Managers Series, Inc.
RiverSource Market Advantage Series, Inc.
RiverSource Money Market Series, Inc.
RiverSource Retirement Series Trust
RiverSource Sector Series, Inc.
RiverSource Selected Series, Inc.
RiverSource Short Term Investments Series, Inc.
RiverSource Special Tax-Exempt Series Trust.
RiverSource Strategic Allocation Series, Inc.
RiverSource Strategy Series, Inc.
RiverSource Tax-Exempt Income Series, Inc.
RiverSource Tax-Exempt Money Market Series, Inc.
RiverSource Tax-Exempt Series, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
RIVERSOURCE SERVICE CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇-Strong
------------------------
▇▇▇ ▇▇▇▇▇▇▇-Strong
Vice President - Transfer Agent Services
SCHEDULE A
FUNDS
The Funds to which this Agreement applies are divided into four categories for
purposes of determining the appropriate fee schedule in Schedule B. The
categories are: equity funds, fixed income funds, money market funds and a
non-public fund. Each Registrant is a Minnesota corporation except RiverSource
California Tax-Exempt Trust, RiverSource Special Tax-Exempt Series Trust, and
RiverSource Retirement Series Trust, which are Massachusetts business trusts:
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FUNDS WITH CLASSES A, B, C, I AND/OR Y
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EQUITY FUNDS
RIVERSOURCE DIMENSIONS SERIES, INC.
RiverSource Disciplined Small and Mid Cap Equity Fund
RiverSource Disciplined Small Cap Value Fund
RIVERSOURCE EQUITY SERIES, INC.
RiverSource Mid Cap Growth Fund
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Emerging Markets Fund
RiverSource Global Equity Fund(a)
RiverSource Global Technology Fund
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RiverSource International Aggressive Growth Fund
RiverSource International Equity Fund
RiverSource International Select Value Fund
RiverSource International Small Cap Fund
RIVERSOURCE INTERNATIONAL SERIES, INC.
RiverSource Disciplined International Equity Fund
RiverSource European Equity Fund
RiverSource International Opportunity Fund
RIVERSOURCE INVESTMENT SERIES, INC.
RiverSource Balanced Fund(a)
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 Aggressive Growth Fund
RiverSource Fundamental Growth Fund
RiverSource Fundamental Value Fund
RiverSource Select Value Fund
RiverSource Small Cap Equity Fund
RiverSource Small Cap Value Fund
RiverSource Value Fund
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RiverSource Portfolio Builder Aggressive Fund(a)
RiverSource Portfolio Builder Moderate Aggressive Fund(a)
RiverSource Portfolio Builder Moderate Fund(a)
RiverSource Portfolio Builder Total Equity Fund(a)
RiverSource Small Company Index Fund(a), (b)
RIVERSOURCE RETIREMENT SERIES TRUST
RiverSource Retirement Plus 2010 Fund(c)
RiverSource Retirement Plus 2015 Fund(c)
RiverSource Retirement Plus 2020 Fund(c)
RiverSource Retirement Plus 2025 Fund(c)
RiverSource Retirement Plus 2030 Fund(c)
RiverSource Retirement Plus 2035 Fund(c)
RiverSource Retirement Plus 2040 Fund(c)
RiverSource Retirement Plus 2045 Fund(c)
RIVERSOURCE SECTOR SERIES, INC.
RiverSource Dividend Opportunity Fund
RiverSource Real Estate Fund
RIVERSOURCE SELECTED SERIES, INC.
RiverSource Precious Metals Fund
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RiverSource Strategic Allocation Fund(a)
RIVERSOURCE STRATEGY SERIES, INC.
RiverSource Equity Value Fund
RiverSource Small Cap Advantage Fund
RiverSource Small Cap Growth Fund
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FUNDS WITH CLASSES A, B, C, I AND/OR Y, CONTINUED
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FIXED INCOME FUNDS
RIVERSOURCE BOND SERIES, INC.
RiverSource Core Bond Fund
RiverSource Floating Rate Fund
RiverSource Income Opportunities Fund
RiverSource Inflation Protected Securities Fund
RiverSource Limited Duration Bond Fund
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RiverSource California Tax-Exempt Fund(a), (d)
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RiverSource Diversified Bond Fund
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Emerging Markets Bond Fund
RiverSource Global Bond 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 MARKET ADVANTAGE SERIES, INC.
RiverSource Portfolio Builder Conservative Fund(a)
RiverSource Portfolio Builder Moderate Conservative Fund(a)
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RiverSource Massachusetts Tax-Exempt Fund(a), (d)
RiverSource Michigan Tax-Exempt Fund(a), (d)
RiverSource Minnesota Tax-Exempt Fund(a), (d)
RiverSource New York Tax-Exempt Fund(a), (d)
RiverSource Ohio Tax-Exempt Fund(a), (d)
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RiverSource Tax-Exempt High Income Fund(a)
RIVERSOURCE TAX-EXEMPT SERIES, INC.
RiverSource Intermediate Tax-Exempt Fund(a)
RiverSource Tax-Exempt Bond Fund(a)
ALTERNATIVE INVESTMENT STRATEGY FUND
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Absolute Return Currency and Income Fund
MONEY MARKET FUNDS
RIVERSOURCE MONEY MARKET SERIES, INC.
RiverSource Cash Management Fund
RIVERSOURCE TAX-EXEMPT MONEY MARKET SERIES, INC.
RiverSource Tax-Exempt Money Market Fund(e)
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FUNDS WITH CLASSES D AND E
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EQUITY FUNDS
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RiverSource S&P 500 Index Fund
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NON - PUBLIC FUND
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RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC.
RiverSource Short-Term Cash Fund
(a) This Fund does not offer Class I shares.
(b) This Fund does not offer Class C shares.
(c) This Fund only offers Class A and Class Y shares.
(d) This Fund does not offer Class Y shares.
(e) This Fund does not offer different classes of shares. The fee for this Fund
is the same as the fee for Class A shares.
SCHEDULE B
FEE SCHEDULE
EQUITY FUNDS
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund, is as follows:
Class A Class B Class C Class D Class E Class I Class Y
------- ------- ------- ------- ------- ------- -------
$19.50 $20.50 $20.00 $19.50 $19.50 $1.00 $17.50
------ ------ ------ ------ ------ ----- ------
FIXED INCOME FUNDS
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund is as follows:
Class A Class B Class C Class I Class Y
-------- ------- ------- ------- -------
$20.50 $21.50 $21.00 $1.00 $18.50
------ ------ ------ ------ ------
MONEY MARKET FUNDS
The annual per account fee for services under this Agreement, accrued daily and
payable monthly, for the classes applicable to the Fund is as follows:
Class A Class B Class C Class I Class Y
------- ------- ------- ------- -------
$22.00 $23.00 $22.50 $1.00 $20.00
------ ------ ------ ----- ------
NON-PUBLIC FUND
The annual fee for services under this Agreement, payable annually, is $1 per
year for the Fund.
FOR ALL FUNDS:
(1) An annual closed-account fee of $5.00 per inactive account, charged on a
pro rata basis from the date the account becomes inactive until the date
the account is purged from the transfer agent system.
(2) For purposes of this Agreement, accounts that are part of a 529 college
savings plan offering RiverSource funds will be charged at a rate that is
50% of the rate shown above.
SCHEDULE C
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
o typesetting, printing, paper, envelopes, postage and return postage for
proxy soliciting material, and proxy tabulation costs
o printing, paper, envelopes and postage for dividend notices, dividend
checks, records of account, purchase confirmations, exchange confirmations
and exchange prospectuses, redemption confirmations, redemption checks,
confirmations on changes of address and any other communication required to
be sent to shareholders
o typesetting, printing, paper, envelopes and postage for prospectuses,
annual and semiannual reports, statements of additional information,
supplements for prospectuses and statements of additional information and
other required mailings to shareholders
o stop orders
o outgoing wire charges
o National Securities Clearing Corporation charges related to fund
transactions
o other expenses incurred at the request or with the consent of the Fund
SCHEDULE D
ADMINISTRATIVE SERVICES
Pursuant to Section 5(m) of the Agreement, the Transfer Agent, either directly
or through affiliates, agrees to provide, without additional cost, all
administrative, accounting, treasury, and other services of whatever nature
required in connection with the administration of the following Fund:
NON-PUBLIC FUND
RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC.
RiverSource Short-Term Cash Fund