INVESTMENT MANAGEMENT SERVICES AGREEMENT
AMENDED AND RESTATED
This Agreement dated as of November 8, 2007, amended and restated May 1,
2009, is by and between RiverSource Investments, LLC (the "Investment Manager"),
a Minnesota limited liability company and RiverSource Variable Series Trust (the
"Registrant"), a Massachusetts business trust, on behalf of its underlying
series listed in Schedule A (each a "Fund" and collectively the "Funds"). The
term "Fund" or "Funds" is used to refer to either the Registrant or its
underlying series, as context requires.
PART ONE: INVESTMENT MANAGEMENT AND OTHER SERVICES
(1) The Fund hereby retains the Investment Manager, and the Investment Manager
hereby agrees, for the period of this Agreement and under the terms and
conditions hereinafter set forth, to furnish the Fund continuously with
investment advice; to determine, consistent with the Fund's investment
objectives and policies, which securities in the Investment Manager's
discretion shall be purchased, held or sold, and to execute or cause the
execution of purchase or sell orders; to prepare and make available to the
Fund all necessary research and statistical data in connection therewith;
to furnish all other services of whatever nature required in connection
with the management of the Fund as provided under this Agreement; for
RiverSource Variable Portfolio - Core Equity Fund, to furnish the Fund all
administrative, accounting, clerical, statistical correspondence,
corporate and all other services of whatever nature required in connection
with the administration of the affairs of the Fund, including any transfer
agent and dividend disbursing agent services; and to pay such expenses as
may be provided for in Part Three; subject always to the direction and
control of the Board of Trustees (the "Board") and the authorized officers
of the Fund. The Investment Manager agrees to maintain an adequate
organization of competent persons to provide the services and to perform
the functions herein mentioned and to maintain adequate oversight over any
service providers including subadvisers hired to provide services and to
perform the functions herein mentioned. The Investment Manager agrees to
meet with any persons at such times as the Board deems appropriate for the
purpose of reviewing the Investment Manager's performance under this
Agreement. The Fund agrees that the Investment Manager may subcontract for
certain of the services described under this Agreement with the
understanding that there shall be no diminution in the quality or level of
services and also with the understanding, that the Investment Manager
shall obtain such approval from the Fund's Board and/or its shareholders
as is required by law, rules and regulations promulgated thereunder, terms
of the Agreement, resolutions of the Board and commitments of the
Investment Manager.
(2) The Investment Manager agrees that the investment advice and investment
decisions will be in accordance with general investment policies of the
Fund as disclosed to the Investment Manager from time to time by the Fund
and as set forth in the prospectus and registration statement filed with
the United States Securities and Exchange Commission (the "SEC").
(3) The Investment Manager agrees to provide such support as required or
requested by the Board in conjunction with voting proxies solicited by or
with respect to the issuers of securities in which the Fund's assets may
be invested from time to time, it being understood that the Board has sole
voting power with respect to all such proxies.
(4) The Investment Manager agrees that it will maintain all required records,
memoranda, instructions or authorizations relating to the management of
the assets for the Fund including the acquisition or disposition of
securities, proxy voting and safekeeping of assets.
(5) The Fund agrees that it will furnish to the Investment Manager any
information that the latter may reasonably request with respect to the
services performed or to be performed by the Investment Manager under this
Agreement.
(6) In selecting broker-dealers for execution, the Investment Manager will
seek to obtain best execution for securities transactions on behalf of the
Fund, except where otherwise directed by the Board. In selecting
broker-dealers to execute transactions, the Investment Manager will
consider not only available prices (including commissions or ▇▇▇▇-up), but
also other relevant factors such as, without limitation, the
characteristics of the security being traded, the size and difficulty of
the transaction, the execution, clearance and settlement capabilities as
well as the reputation, reliability, and financial soundness of the
broker-dealer selected, the broker-dealer's risk in positioning a block of
securities, the broker-dealer's execution service rendered on a continuing
basis and in other transactions, the broker-dealer's expertise in
particular markets, and the broker-dealer's ability to provide research
services. To the extent permitted by law, and consistent with its
obligation to seek best execution, the Investment Manager may execute
transactions or pay a broker-dealer a commission or markup in excess of
that which another broker-dealer might have charged for executing a
transaction provided that the Investment Manager determines, in good
faith, that the execution is appropriate or the commission or markup is
reasonable in relation to the value of the brokerage and/or research
services provided, viewed in terms of either that particular transaction
or the Investment Manager's overall responsibilities with respect to the
Fund and other clients for which it acts as investment adviser. The
Investment Manager shall not consider the sale or promotion of shares of
the Fund, or other affiliated products, as a factor in the selection of
broker-dealers through which transactions are executed.
(7) Except for bad faith, intentional misconduct or negligence in regard to
the performance of its duties under this Agreement, neither the Investment
Manager, nor any of its respective directors, officers, partners,
principals, employees, or agents shall be liable for any acts or omissions
or for any loss suffered by the Fund or its shareholders or creditors.
Each of the Investment Manager, and its respective directors, officers,
partners, principals, employees and agents, shall be entitled to rely, and
shall be protected from liability in reasonably relying, upon any
information or instructions furnished to it (or any of them as
individuals) by the Fund or its agents which is believed in good faith to
be accurate and reliable. The Fund understands and acknowledges that the
Investment Manager does not warrant any rate of return, market value or
performance of any assets in the Fund. Notwithstanding the foregoing, the
federal securities laws impose liabilities under certain circumstances on
persons who act in good faith and, therefore, nothing herein shall
constitute a waiver of any right which the Fund may have under such laws
or regulations.
PART TWO: COMPENSATION TO THE INVESTMENT MANAGER
(1) The Fund agrees to pay to the Investment Manager, and the Investment
Manager covenants and agrees to accept from the Fund in full payment for
the services furnished, a fee as set forth in Schedule A.
(2) The fee shall be paid on a monthly basis and, in the event of the
termination of this Agreement, in whole or in part with respect to any
Fund, the fee accrued shall be prorated on the basis of the number of days
that this Agreement is in effect during the month with respect to which
such payment is made.
(3) The fee provided for hereunder shall be paid in cash by the Fund to the
Investment Manager within five business days after the last day of each
month.
PART THREE: ALLOCATION OF EXPENSES
(1) Each Fund agrees to pay:
(a) Fees payable to the Investment Manager for its services under the
terms of this Agreement.
(b) Brokerage commissions and charges in connection with the purchase
and sale of assets.
(c) Expenses properly payable by the Fund, approved by the Board.
And for all Funds except RiverSource Core Equity Fund:
(d) Taxes.
(e) Custodian fees and charges.
(f) Premium on the bond required by Rule 17g-1 under the Investment
Company Act of 1940.
(g) Fees and expenses of attorneys (i) it employs in matters not
involving the assertion of a claim by a third party against the
Fund, its Board members and officers, (ii) it employs in conjunction
with a claim asserted by the Board against the Investment Manager,
except that the Investment Manager shall reimburse the Fund for such
fees and expenses if it is ultimately determined by a court of
competent jurisdiction, or the Investment Manager agrees, that it is
liable in whole or in part to the Fund, (iii) it employs to assert a
claim against a third party, and (iv) it or the Investment Manager
employs, with the approval of the Board, to assist in the evaluation
of certain investments or other matters related to the management of
the Fund.
(h) Fees paid for the qualification and registration for public sale of
the securities of the Fund under the laws of the United States and
of the several states in which such securities shall be offered for
sale.
(i) Fees of consultants employed by the Fund.
(j) Board member, officer and employee expenses which shall include
fees, salaries, memberships, dues, travel, seminars, pension, profit
sharing, and all other benefits paid to or provided for Board
members, officers and employees, directors and officers liability
insurance, errors and omissions liability insurance, worker's
compensation insurance and other expenses applicable to the Board
members, officers and employees, except the Fund will not pay any
fees or expenses of any person who is an officer or employee of the
Investment Manager or its affiliates.
(k) Filing fees and charges incurred by the Fund in connection with
filing any amendment to its organizational documents, or incurred in
filing any other document with the state where the Fund is organized
or its political subdivisions.
(l) Organizational expenses of the Fund.
(m) Expenses incurred in connection with lending portfolio securities of
the Fund.
(n) Other expenses payable by the Fund pursuant to separate agreement of
the Fund and any of its service providers.
(2) Unless the Fund is obligated to pay an expense pursuant to Part
Three, Section I, above, the Investment Manager agrees to pay all
expenses associated with the services it provides under the terms of
this Agreement.
PART FOUR: MISCELLANEOUS
(1) The Investment Manager shall be deemed to be an independent contractor
and, except as expressly provided or authorized in this Agreement, shall
have no authority to act for or represent the Fund.
(2) A "full business day" shall be as defined in the By-laws of the Fund.
(3) The Fund acknowledges that the Investment Manager and its affiliates may
perform investment advisory services for other clients, so long as the
Investment Manager's services to the Fund under this Agreement are not
impaired thereby. The Investment Manager and its affiliates may give
advice or take action in the performance of duties to other clients that
may differ from advice given, or the timing and nature of action taken,
with respect to the Fund, and that the Investment Manager and its
affiliates may trade and have positions in securities of issuers where the
Fund may own equivalent or related securities, and where action may or may
not be taken or recommended for the Fund. Nothing in this Agreement shall
be deemed to impose upon the Investment Manager or any of its affiliates
any obligation to purchase or sell, or recommend for purchase or sale for
the Fund, any security or any other property that the Investment Manager
or any of its affiliates may purchase, sell or hold for its own account or
the account of any other client. Notwithstanding any of the foregoing, the
Investment Manager shall allocate investment opportunities among its
clients, including the Fund, in an equitable manner, consistent with its
fiduciary obligations. By reason of their various activities, the
Investment Manager and its affiliates may from time to time acquire
information about various corporations and their securities. The Fund
recognizes that the Investment Manager and its affiliates may not always
be free to divulge such information, or to act upon it.
(4) Neither this Agreement nor any transaction pursuant hereto shall be
invalidated or in any way affected by the fact that Board members,
officers, agents and/or shareholders of the Fund are or may be interested
in the Investment Manager or any successor or assignee thereof, as
directors, officers, stockholders or otherwise; that directors, officers,
stockholders or agents of the Investment Manager are or may be interested
in the Fund as Board members, officers, shareholders, or otherwise; or
that the Investment Manager or any successor or assignee, is or may be
interested in the Fund as shareholder or otherwise, provided, however,
that neither the Investment Manager, nor any officer, Board member or
employee thereof or of the Fund, shall sell to or buy from the Fund any
property or security other than shares issued by the Fund, except in
accordance with applicable regulations or orders of the SEC.
(5) Any notice under this Agreement shall be given in writing, addressed, and
delivered, or mailed postpaid, to the party to this Agreement entitled to
receive such, at such party's principal place of business in Minneapolis,
Minnesota, or to such other address as either party may designate in
writing mailed to the other.
(6) The Investment Manager agrees that no officer, director or employee of the
Investment Manager will deal for or on behalf of the Fund with himself as
principal or agent, or with any corporation or partnership in which he may
have a financial interest, except that this shall not prohibit:
(a) Officers, directors or employees of the Investment Manager from
having a financial interest in the Fund or in the Investment
Manager.
(b) The purchase of securities for the Fund, or the sale of securities
owned by the Fund, through a security broker or dealer, one or more
of whose partners, officers, directors or employees is an officer,
director or employee of the Investment Manager, provided such
transactions are handled in the capacity of broker only and provided
commissions charged do not exceed customary brokerage charges for
such services.
(c) Transactions with the Fund by a broker-dealer affiliate of the
Investment Manager as may be allowed by rule or order of the U.S.
Securities and Exchange Commission and if made pursuant to
procedures adopted by the Board.
(7) The Investment Manager agrees that, except as herein otherwise expressly
provided or as may be permitted consistent with the use of a broker-dealer
affiliate of the Investment Manager under applicable provisions of the
federal securities laws, neither it nor any of its officers, directors or
employees shall at any time during the period of this Agreement, make,
accept or receive, directly or indirectly, any fees, profits or emoluments
of any character in connection with the purchase or sale of securities
(except shares issued by the Fund) or other assets by or for the Fund.
(8) All information and advice furnished by the Investment Manager to the Fund
under this Agreement shall be confidential and shall not be disclosed to
third parties, except as required by law, order, judgment, decree, or
pursuant to any rule, regulation or request of or by any government,
court, administrative or regulatory agency or commission, other
governmental or regulatory authority or any self-regulatory organization.
All information furnished by the Fund to the Investment Manager under this
Agreement shall be confidential and shall not be disclosed to any
unaffiliated third party, except as permitted or required by the
foregoing, where it is necessary to effect transactions or provide other
services to the Fund, or where the Fund requests or authorizes the
Investment Manager to do so. The Investment Manager may share information
with its affiliates in accordance with its privacy policies in effect from
time to time.
(9) This Agreement shall be governed by the laws of the State of Minnesota.
(10) The Funds are organized as Massachusetts business trusts. 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.
PART FIVE: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect for two years from its effective
date, or until a new agreement is approved by a vote of the majority of
the outstanding shares of the Fund and by vote of the Board, including the
vote required by (b) of this paragraph, and if no new agreement is so
approved, this Agreement shall continue from year to year thereafter
unless and until terminated by either party as hereinafter provided,
except that such continuance shall be specifically approved at least
annually (a) by the Board or by a vote of the majority of the outstanding
shares of the Fund and (b) by the vote of a majority of the Board members
who are not parties to this Agreement or interested persons of any such
party, cast in person
at a meeting called for the purpose of voting on such approval. As used in
this paragraph, the term "interested person" shall have the same meaning
as set forth in the Investment Company Act of 1940, as amended, and the
rules promulgated thereunder (the "1940 Act"). As used in this agreement,
the term "majority of the outstanding shares of the Fund" shall have the
same meaning as set forth in the 1940 Act.
(2) This Agreement may be terminated, with respect to each underlying series
of the Fund, by either the Fund or the Investment Manager at any time by
giving the other party 60 days' written notice of such intention to
terminate, provided that any termination shall be made without the payment
of any penalty, and provided further that termination may be effected
either by the Board or by a vote of the majority of the outstanding voting
shares of the Fund.
(3) This Agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in the
1940 Act.
(4) Non-material amendments or modifications to this Agreement as may be
permitted by the 1940 Act will only be made effective upon written
agreement executed by the Investment Manager and the Board.
IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as
of the day and year first above written.
RIVERSOURCE VARIABLE SERIES TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
RIVERSOURCE INVESTMENTS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Investment Officer
SCHEDULE A
ASSET CHARGE
The following funds shall not pay the Investment Manager a direct fee for
services rendered hereunder:
- 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
For the following funds, the asset charge for each calendar day of each year
shall be equal to the total of 1/365th (1/366th in each leap year) of the amount
computed in accordance with the fee schedule in the table, below:
ANNUAL RATE AT
FUND NET ASSETS (BILLIONS) EACH ASSET LEVEL
--------------------------------------------------------------------------- --------------------- ----------------
RiverSource Partners Variable Portfolio - Fundamental Value Fund First $0.5 0.730%
Next $0.5 0.705%
Next $1.0 0.680%
Next $1.0 0.655%
Next $3.0 0.630%
Over $6.0 0.600%
RiverSource Partners Variable Portfolio - Select Value Fund First $0.5 0.780%
Next $0.5 0.755%
Next $1.0 0.730%
Next $1.0 0.705%
Next $3.0 0.680%
Over $6.0 0.650%
RiverSource Partners Variable Portfolio - Small Cap Value Fund First $0.25 0.970%
Next $0.25 0.945%
Next $0.25 0.920%
Next $0.25 0.895%
Over $1.0 0.870%
RiverSource Variable Portfolio - Balanced Fund First $1.0 0.530%
Next $1.0 0.505%
Next $1.0 0.480%
Next $3.0 0.455%
Next $1.5 0.430%
Next $2.5 0.410%
Next $5.0 0.390%
Next $9.0 0.370%
Over $24.0 0.350%
RiverSource Variable Portfolio - Cash Management Fund First $1.0 0.330%
Next $0.5 0.313%
Next $0.5 0.295%
Next $0.5 0.278%
Next $2.5 0.260%
Next $1.0 0.240%
Next $1.5 0.220%
Next $1.5 0.215%
Next $1.0 0.190%
Next $5.0 0.180%
Next $5.0 0.170%
Next $4.0 0.160%
Over $24.0 0.150%
RiverSource Variable Portfolio - Core Equity Fund All 0.400%
ANNUAL RATE AT
FUND NET ASSETS (BILLIONS) EACH ASSET LEVEL
--------------------------------------------------------------------------- --------------------- ----------------
RiverSource Variable Portfolio - Diversified Bond Fund First $1.0 0.480%
Next $1.0 0.455%
Next $1.0 0.430%
Next $3.0 0.405%
Next $1.5 0.380%
Next $1.5 0.365%
Next $1.0 0.360%
Next $5.0 0.350%
Next $5.0 0.340%
Next $4.0 0.330%
Next $26.0 0.310%
Next $50.0 0.290%
RiverSource Variable Portfolio - Diversified Equity Income Fund First $1.0 0.600%
RiverSource Variable Portfolio - Dynamic Equity Fund Next $1.0 0.575%
▇▇▇▇▇▇▇▇ Variable Portfolio - Growth Fund Next $1.0 0.550%
▇▇▇▇▇▇▇▇ Variable Portfolio - Larger - Cap Value Fund Next $3.0 0.525%
Next $1.5 0.500%
Next $2.5 0.485%
Next $5.0 0.470%
Next $5.0 0.450%
Next $4.0 0.425%
Next $26.0 0.400%
Over $50.0 0.375%
RiverSource Variable Portfolio - Global Bond Fund First $0.25 0.720%
Next $0.25 0.695%
Next $0.25 0.670%
Next $0.25 0.645%
Next $6.5 0.620%
Next $2.5 0.605%
Next $5.0 0.590%
Next $5.0 0.580%
Next $4.0 0.560%
Next $26.0 0.540%
Over $50.0 0.520%
RiverSource Variable Portfolio - Global Inflation Protected Securities Fund First $1.0 0.440%
Next $1.0 0.415%
Next $1.0 0.390%
Next $3.0 0.365%
Next $1.5 0.340%
Next $1.5 0.325%
Next $1.0 0.320%
Next $5.0 0.310%
Next $5.0 0.300%
Next $4.0 0.290%
Next $26.0 0.270%
Next $50.0 0.250%
ANNUAL RATE AT
FUND NET ASSETS (BILLIONS) EACH ASSET LEVEL
--------------------------------------------------------------------------- --------------------- ----------------
RiverSource Variable Portfolio - High Yield Bond Fund First $1.0 0.590%
Next $1.0 0.565%
Next $1.0 0.540%
Next $3.0 0.515%
Next $1.5 0.490%
Next $1.5 0.475%
Next $1.0 0.450%
Next $5.0 0.435%
Next $5.0 0.425%
Next $4.0 0.400%
Next $26.0 0.385%
Next $50.0 0.360%
RiverSource Variable Portfolio - Income Opportunities Fund First $1.0 0.610%
Next $1.0 0.585%
Next $1.0 0.560%
Next $3.0 0.535%
Next $1.5 0.510%
Next $1.5 0.495%
Next $1.0 0.470%
Next $5.0 0.455%
Next $5.0 0.445%
Next $4.0 0.420%
Next $26.0 0.405%
Next $50.0 0.380%
RiverSource Variable Portfolio - Mid Cap Growth Fund First $1.0 0.700%
RiverSource Variable Portfolio - Mid Cap Value Fund Next $1.0 0.675%
Next $1.0 0.650%
Next $3.0 0.625%
Next $1.5 0.600%
Next $2.5 0.575%
Next $5.0 0.550%
Next $9.0 0.525%
Next $26.0 0.500%
Over $50.0 0.475%
RiverSource Variable Portfolio - S&P 500 Index Fund First $1.0 0.220%
Next $1.0 0.210%
Next $1.0 0.200%
Next $4.5 0.190%
Next $2.5 0.180%
Next $5.0 0.170%
Next $9.0 0.160%
Next $26.0 0.140%
Over $50.0 0.120%
RiverSource Variable Portfolio - Short Duration U.S. Government Fund First $1.0 0.480%
Next $1.0 0.455%
Next $1.0 0.430%
Next $3.0 0.405%
Next $1.5 0.380%
Next $1.5 0.365%
Next $1.0 0.340%
Next $5.0 0.325%
Next $5.0 0.315%
Next $4.0 0.290%
Next $26.0 0.275%
Next $50.0 0.250%
ANNUAL RATE AT
FUND NET ASSETS (BILLIONS) EACH ASSET LEVEL
--------------------------------------------------------------------------- --------------------- ----------------
▇▇▇▇▇▇▇▇ Variable Portfolio - Smaller - Cap Value Fund First $0.25 0.790%
Next $0.25 0.765%
Next $0.25 0.740%
Next $0.25 0.715%
Next $1.0 0.690%
Over $2.0 0.665%
Threadneedle Variable Portfolio - Emerging Markets Fund First $0.25 1.100%
Next $0.25 1.080%
Next $0.25 1.060%
Next $0.25 1.040%
Next $1.0 1.020%
Next $5.5 1.000%
Next $2.5 0.985%
Next $5.0 0.970%
Next $5.0 0.960%
Next $4.0 0.935%
Next $26.0 0.920%
Over $50.0 0.900%
Threadneedle Variable Portfolio - International Opportunity Fund First $0.25 0.800%
Next $0.25 0.775%
Next $0.25 0.750%
Next $0.25 0.725%
Next $1.0 0.700%
Next $5.5 0.675%
Next $2.5 0.660%
Next $5.0 0.645%
Next $5.0 0.635%
Next $4.0 0.610%
Next $26.0 0.600%
Over $50.0 0.570%
The computation shall be made for each calendar day on the basis of net assets
as of the close of the preceding day. In the case of the suspension of the
computation of net asset value, the fee for each calendar day during such
suspension shall be computed as of the close of business on the last full day on
which the net assets were computed. Net assets as of the close of a full day
shall include all transactions in shares of the Fund recorded on the books of
the Fund for that day.
PERFORMANCE INCENTIVE ADJUSTMENT
In addition to an asset charge, the fee for certain of the funds, noted in the
chart below, shall include a performance incentive adjustment.
The performance incentive adjustment shall be based on the Fund's performance
compared to an index of similar funds (the "Index"). Current Indexes are shown
below. These Indexes may change as set forth below:
INVESTMENT
FUND LIPPER INDEX CATEGORY
---------------------------------------------------------------- ----------------------------------------------- ----------
RiverSource Partners Variable Portfolio - Fundamental Value Fund Lipper Large-Cap Core Funds Index Equity
RiverSource Partners Variable Portfolio - Select Value Fund Lipper Mid-Cap Value Funds Index Equity
RiverSource Partners Variable Portfolio - Small Cap Value Fund Lipper Small-Cap Value Funds Index Equity
RiverSource Variable Portfolio - Balanced Fund Lipper Balanced Funds Index Balanced
RiverSource Variable Portfolio - Diversified Equity Income Lipper Equity Income Funds Index Equity
RiverSource Variable Portfolio - Dynamic Equity Fund Lipper Large-Cap Core Funds Index Equity
RiverSource Variable Portfolio - Mid Cap Growth Fund Lipper Mid-Cap Growth Funds Index Equity
RiverSource Variable Portfolio - Mid Cap Value Fund Lipper Mid-Cap Value Funds Index Equity
INVESTMENT
FUND LIPPER INDEX CATEGORY
---------------------------------------------------------------- ----------------------------------------------- ----------
▇▇▇▇▇▇▇▇ Variable Portfolio - Growth Fund Lipper Large-Cap Growth Funds Index Equity
▇▇▇▇▇▇▇▇ Variable Portfolio - Larger - Cap Value Fund Lipper Large-Cap Value Funds Index Equity
▇▇▇▇▇▇▇▇ Variable Portfolio - Smaller - Cap Value Fund Lipper Small-Cap Core Funds Index Equity
Threadneedle Variable Portfolio - Emerging Markets Fund Lipper Emerging Markets Funds Index Equity
Threadneedle Variable Portfolio - International Opportunity Fund Lipper International Large-Cap Core Funds Index Equity
The performance incentive adjustment is determined by measuring the percentage
difference over a rolling 12-month period between the performance of one Class A
share of the Fund and the change in performance of the Index. The performance
difference will then be used to determine the adjustment rate.
The adjustment rate, computed to five decimal places, is determined in
accordance with the table below, and is applied against average daily net assets
for the applicable rolling 12-month period.
EQUITY FUNDS BALANCED FUNDS
------------------------------------------------------------------------ ---------------------------------------------------------
PERFORMANCE PERFORMANCE
DIFFERENCE ADJUSTMENT RATE DIFFERENCE ADJUSTMENT RATE
------------- -------------------------------------------------------- ------------- -----------------------------------------
0.00% - 0.50% 0 0.00% - 0.50% 0
0.50% - 1.00% 6 basis points times the performance difference over 0.50% - 1.00% 6 basis points times the performance
0.50%, times 100 (maximum of 3 basis points if a 1% difference over 0.50%, times 100
performance difference) (maximum of 3 basis points if a 1%
performance difference)
1.00% - 2.00% 3 basis points, plus 3 basis points times the 1.00% - 2.00% 3 basis points, plus 3 basis points
performance difference over 1.00%, times 100 (maximum 6 times the performance difference over
basis points if a 2% performance difference) 1.00%, times 100 (maximum 6 basis points
if a 2% performance difference)
2.00% - 4.00% 6 basis points, plus 2 basis points times the 2.00% - 3.00% 6 basis points, plus 2 basis points
performance difference over 2.00%, times 100 (maximum 10 times the performance difference over
basis points if a 4% performance difference) 2.00%, times 100 (maximum 8 basis points
if a 3% performance difference)
4.00% - 6.00% 10 basis points, plus 1 basis point times the 3.00% or more 8 basis points
performance difference over 4.00%, times 100 (maximum 12
basis points if a 6% performance difference)
6.00% or more 12 basis points
For example, if the performance difference is 2.38%, the adjustment rate is
0.000676 (0.0006 [6 basis points] plus 0.0038 [the 0.38% performance difference
over 2.00%] x 0.0002 [2 basis points] x 100 (0.000076)). Rounded to five decimal
places, the adjustment rate is 0.00068. Where the Fund's Class A performance
exceeds that of the Index, the fee paid to the Investment Manager will increase
by the adjustment rate. Where the performance of the Index exceeds the
performance of the Fund's Class A shares, the fee paid to the Investment Manager
will decrease by the adjustment rate.
The 12-month comparison period rolls over with each succeeding month, so that it
always equals 12 months, ending with the month for which the performance
adjustment is being computed.
TRANSITION PERIOD
The performance incentive adjustment will not be calculated for the first 6
months from the inception of the fund. After 6 full calendar months, the
performance fee adjustment will be determined using the average assets and
Performance Difference over the first 6 full calendar months, and the Adjustment
Rate will be applied in full. Each successive month an additional calendar month
will be added to the performance adjustment computation. After 12 full calendar
months, the full rolling 12-month period will take affect.
CHANGE IN INDEX
If an Index ceases to be published for a period of more than 90 days, changes in
any material respect, otherwise becomes impracticable or, at the discretion of
the Board, is no longer appropriate to use for purposes of a performance
incentive adjustment, for example, if Lipper reclassifies the Fund from one peer
group to another, the Board may take action it deems appropriate and in the best
interests of shareholders, including: (1) discontinuance of the performance
incentive adjustment until such time as it approves a substitute index, or (2)
adoption of a methodology to transition to a substitute index it has approved.