AMENDMENT NO. 1
TO SUBADVISORY AGREEMENT
This Amendment No. 1 (this "Amendment"), made and entered into as of June
10, 2009, is made a part of the Subadvisory Agreement between RiverSource
Investments, LLC (formerly known as American Express Financial Corporation), a
Delaware corporation ("RiverSource Investments"), and Columbia Xxxxxx Asset
Management, L.P. (formerly known as Liberty Xxxxxx Asset Management, L.P.), a
Delaware limited partnership ("Subadviser"), dated September 5, 2001 (the
"Agreement").
WHEREAS, RiverSource Investments desires to retain Subadviser to provide
investment advisory services to an additional series of RiverSource
International Managers Series, Inc., and Subadviser is willing to render such
investment advisory services; and
WHEREAS, RiverSource Investments and Subadviser desire to amend the
Agreement, including Schedule A thereto, to add the additional series to the
Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. Inclusion of Additional Series. All references to the "Fund" in the
Agreement shall be, and hereby are, amended to be references to the
"Fund(s)", and shall mean those "Fund(s)" identified on Schedule A (as
amended from time to time).
2. Portfolio Management. Section 1(a) of the Agreement shall be, and
hereby is, amended by adding the following as paragraph (vi):
(vi) Management of Funds with Multiple Subadvisers. Subadviser's
responsibilities for providing services to a Fund shall be
limited to the portion of the Fund's assets allocated to
Subadviser ("Subadviser Account"). Subadviser shall not, without
the prior approval of RiverSource Investments, effect any
transactions that would cause the Subadviser Account, treated as
a separate fund, to be out of compliance with the Fund's
investment objectives, policies and restrictions. Subadviser
shall not consult with any other subadviser of a Fund concerning
transactions for the Fund in securities or other assets.
3. Duration. The first sentence of Section 9(a) shall be, and hereby is,
deleted and replaced with the following sentence:
Unless sooner terminated as provided herein, this Agreement shall
continue in effect, with respect to a Fund, for a period of more
than two years after the applicable Effective Date (as set forth
on Schedule A) only so long as such continuance is specifically
approved at least annually in conformity with the requirements of
the 0000 Xxx.
4. Notices. Section 12 of the Agreement shall be, and hereby is, amended
by deleting the addresses for Subadviser and replacing them with the
following:
Columbia Xxxxxx Asset Management, L.P.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx XX 00000-0000
Attn: Xxxxxx XxXxxx, Chief Compliance Officer
Fax: 000-000-0000
With a copy to:
Columbia Xxxxxx Asset Management, L.P.
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxx, Chief Operating Officer
Fax: 000-000-0000
5. Schedule A. Schedule A to the Agreement shall be, and hereby is,
deleted and replaced with the Schedule A attached hereto.
6. Miscellaneous. Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Agreement. This
Amendment may be executed in counterparts, each of which will be
deemed an original and all of which together will be deemed to be
one and the same agreement. As modified herein, the Agreement is
confirmed and remains in full force and effect.
[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]
In witness whereof, the parties have caused this Amendment to be executed by
their officers designated below as of this 10th day of June, 2009.
RIVERSOURCE INVESTMENTS, LLC COLUMBIA XXXXXX ASSET MANAGEMENT, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx By: Xxxxx X. Xxxxx
--------------------------------- ------------------------------------
Signature Signature
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxx
Printed Printed
Director and Senior Vice
President-Asset Management,
Title: Products and Marketing Title: Chief Operating Officer
Printed Printed
SUBADVISORY AGREEMENT
SCHEDULE A
FUNDS EFFECTIVE DATE
----- --------------
RiverSource Partners International Select Growth Fund September 5, 2001
RiverSource Partners International Small Cap Fund June 10, 2009
COMPENSATION. Compensation pursuant to Paragraph 4 of the Subadvisory Agreement
shall be calculated in accordance with the following schedule, with respect to
assets that are subject to Subadviser's investment discretion in the following
Funds:
For the combined assets of
- RiverSource Partners International Select Growth Fund, a series of
RiverSource International Managers Series, Inc. (agreement between the
Fund and RiverSource Investments dated April 10, 2008).
- RiverSource Partners International Small Cap Fund, a series of
RiverSource International Managers Series, Inc. (agreement between the
Fund and RiverSource Investments dated April 10, 2008).
Average Daily Net Assets* Rate
------------------------- ----
First $150 million 70 bp
Next $150 million 65 bp
Next $150 million 60 bp
Next $50 million 55 bp
Thereafter 50 bp
----------
* Applies to average daily net assets that are subject to Subadviser's
investment discretion.