SUBADVISORY TRANSFER AGREEMENT
THIS TRANSFER AGREEMENT (the "Agreement"), dated as of
October 1, 2005, is by and between Ameriprise Financial, Inc., a corporation
organized under the laws of the State of Delaware (fka American Express
Financial Corporation) (the "Transferor") and investment manager to the Fund(s)
listed on Exhibit A (the "Fund(s)"), RiverSource Investments, LLC, a limited
liability company organized under the laws of the State of Minnesota (fka
American Express Asset Management Group Inc.) (the "Transferee"), and Xxxxxx
Xxxxx & Co., Inc., a Delaware corporation, investment subadviser to the Fund(s)
(the "Subadviser").
WHEREAS, Transferor has entered into the investment
management services agreement(s), as amended, supplemented or revised from time
to time (the "Investment Management Agreement(s)"), with the Fund(s) listed on
the attached Exhibit A, pursuant to which Transferor has provided investment
management services to the Fund(s);
WHEREAS, Transferor has entered into the subadvisory
agreement(s) listed on Exhibit A, as such agreement(s) have been amended,
supplemented or revised from time to time (the "Subadvisory Agreement(s)"),
pursuant to which the Subadviser, subject to supervision by Transferor and the
applicable Fund's(s') Board of Directors, has agreed to manage the investment
operations and composition of all or a portion of such Fund's(s') assets;
WHEREAS, Transferee is a wholly-owned subsidiary of
Transferor;
WHEREAS, Transferor is the managing member of Transferee;
WHEREAS, Transferor, as part of a corporate restructuring,
has determined to transfer the Investment Management Agreement(s) to Transferee
pursuant to an investment management services transfer agreement, dated as of
the date hereof, by and between Transferor and Transferee, and Transferee has
agreed to assume the rights and obligations of Transferor under the Investment
Management Agreement(s);
WHEREAS, pursuant to this Agreement, Transferor has further
determined to transfer the Subadvisory Agreement(s) to Transferee, and
Transferee has determined to assume the rights and obligations of Transferor
under the Subadvisory Agreement(s), as set forth herein;
WHEREAS, Transferor has provided a copy of this Agreement,
in the form set forth herein, to each of
the Fund(s); and
WHEREAS, the transfer of both the Investment Management
Agreement(s) and the Subadvisory Agreement(s), pursuant to the investment
management services transfer agreement and this Agreement, respectively, will
not result in (a) a change of actual control or management of the investment
adviser to the Fund(s); (b) a material change in the nature or the level of
actual investment management services provided to the Fund(s); or (c) a change
in the investment management personnel who manage the assets of the Fund(s) and,
therefore, is not an assignment for purposes of the Investment Company Act of
1940, as amended, or the Investment Advisers Act of 1940, as amended.
NOW, THEREFORE, for and in consideration of the foregoing
and the mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:
1. Transfer. Effective as of the date of this Agreement,
Transferor hereby assigns and transfers (collectively, the "Transfer") to
Transferee all of Transferor's right, title, benefit, privileges and interest in
and to, and all of Transferor's burdens, obligations and liabilities in
connection with, the Subadvisory Agreement(s), and Subadviser hereby consents to
such Transfer; provided, however, that Transferor is not transferring or
assigning, and shall remain responsible for, all liabilities that Transferor
otherwise would have had but for the Transfer arising out of or otherwise
relating to Transferor's performance under the Subadvisory Agreement(s) prior to
the date of this Agreement. Transferee hereby accepts the Transfer and assumes
and agrees to observe and perform all of the duties, obligations, terms,
provisions and covenants, and to pay and discharge all of the liabilities of
Transferor to be observed, performed, paid or discharged from and after the date
of this Agreement, in connection with the Subadvisory Agreement(s). Except as
provided herein, the Subadvisory Agreement(s) shall have the same force and
effect as if such agreements were executed by and between Transferee and
Subadviser.
2. Prior Notice. Transferor confirms that it has previously
provided notice of the proposed Transfer and a copy of this Agreement to the
Fund(s).
3. Counterparts. This Agreement may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, but all of which together shall
constitute one instrument.
4. Entire Agreement; Amendment. This Agreement sets forth the
entire understanding and agreement between the parties with respect to the
transactions contemplated hereby and supersedes and replaces any prior
understanding, agreement or statement of intent, in each case written or oral,
of any kind and every nature with respect hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective officers as of the date and year first
above written.
AMERIPRISE FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Managing Director
RIVERSOURCE INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and Managing Director
XXXXXX XXXXX & CO., INC.
By: /s/ Xxxxxx Xxxxx
---------------------
Name: Xxxxxx Xxxxx
Title: President
EXHIBIT A
Fund(s) and Subadvisory Agreement(s)
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Registrant Fund Agreement/Amendment
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AXP Partners Series, Inc. RiverSource Small Cap Value Fund Agreement dated March 12, 2004, by and
between Xxxxxx Xxxxx & Co., Inc. and AEFC.
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AXP Variable Portfolio - Partners RiverSource Variable Portfolio - Small
Series, Inc. Cap Value Fund
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