INVESTMENT MANAGEMENT SERVICES AGREEMENT
AMENDED AND RESTATED
This Agreement dated as of May 1, 2006, is by and between RiverSource
Investments, LLC (the "Investment Manager"), a Minnesota limited liability
company, and RiverSource Variable Portfolio - Select Series, Inc. (the
"Registrant"), a Minnesota corporation, on behalf of its underlying series
(the term "Fund" is used to refer to either the Registrant or its underlying
series, as the 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 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 Directors (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 planning 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.
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(4) The Investment Manager agrees that it will maintain all required
records, memoranda, instructions or authorizations relating to the
acquisition or disposition of securities, proxy voting and safekeeping
of assets for the Fund.
(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' 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, shareholders, the
Fund or its 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.
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PART TWO: COMPENSATION TO THE INVESTMENT MANAGER
(1) The Fund agrees to pay to the Investment Manager on behalf of the Fund,
and the Investment Manager covenants and agrees to accept from the Fund
in full payment for the services furnished, a fee equal to 0.40% on an
annual basis of the net asset value of the Fund. 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.
(2) The fee shall be paid on a monthly basis and, in the event of the
termination of this Agreement, 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) The 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 on behalf of the Fund,
approved by the Board.
(2) 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
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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 had pursuant hereto shall be
invalidated or in any way affected by the fact that directors,
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 or the Fund as directors,
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, director 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
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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
United States 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.
PART FIVE: RENEWAL AND TERMINATION
(1) This Agreement shall continue in effect until April 30, 2008 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
directors 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.
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(2) This Agreement may be terminated 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 by the Fund may be effected either by the Board or by a
vote of the majority of the outstanding voting shares of that 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 PORTFOLIO - SELECT SERIES, INC.
RiverSource Variable Portfolio - Core Equity Fund
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
RIVERSOURCE INVESTMENTS, LLC
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President