Exhibit 99.(h)(2)
TRANSFER AGENT AGREEMENT
AMENDED AND RESTATED
This Transfer Agent Agreement, effective as of October 1, 2005, amended and
restated April 10, 2008 ("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 xxxx the Fund separately.
(b) The Transfer Agent will xxxx 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 xxxx 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, including affiliated and unaffiliated financial
intermediaries ("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, or 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 or cause to be prepared
shareholder mailing lists and shall cause to be delivered or
cooperate with the Fund or its designated agent with respect to
the required delivery of 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, as
required, 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 an
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 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 SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SERIES TRUST
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/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
President
RIVERSOURCE SERVICE CORPORATION
By: /s/ Xxx Xxxxxxx Strong
---------------------------------
Xxx Xxxxxxx-Strong
President
SCHEDULE A
As of 4/10/2008
FUNDS
Each Registrant is a Minnesota corporation except RiverSource California
Tax-Exempt Trust, RiverSource Special Tax-Exempt Series Trust and RiverSource
Series Trust, which are Massachusetts business trusts:
EQUITY FUNDS
CLASSES
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FUNDS A B C D E I R2 R3 R4 R5 W Y
----- --- --- --- --- --- --- --- --- --- --- --- ---
RiverSource Dimensions Series, Inc.
RiverSource Disciplined Small and Mid Cap
Equity A B C -- -- I -- -- R4 -- W --
RiverSource Disciplined Small Cap Value A B C -- -- I R2 R3 R4 R5 -- --
RiverSource Equity Series, Inc.
RiverSource Mid Cap Growth A B C -- -- I -- -- R4 -- -- --
RiverSource Global Series, Inc.
RiverSource Global Technology A B C -- -- I -- -- R4 -- -- --
Threadneedle Emerging Markets A B C -- -- I -- -- R4 R5 -- --
Threadneedle Global Equity A B C -- -- I R2 R3 R4 R5 W --
RiverSource International Series, Inc.
RiverSource Disciplined International Equity A B C -- -- I R2 R3 R4 R5 W --
Threadneedle European Equity A B C -- -- I -- -- R4 -- -- --
Threadneedle International Opportunity A B C -- -- I R2 R3 R4 R5 -- --
RiverSource International Managers Series, Inc.
RiverSource Partners International Select
Growth A B C -- -- I -- -- R4 -- -- --
RiverSource Partners International Select
Value A B C -- -- I -- -- R4 -- -- --
RiverSource Partners International Small Cap A B C -- -- I -- -- R4 -- -- --
RiverSource Investment Series, Inc.
RiverSource Balanced A B C -- -- -- -- -- R4 -- -- --
RiverSource Disciplined Large Cap Growth A B C -- -- I R2 R3 R4 R5 W --
RiverSource Disciplined Large Cap Value A B C -- -- I R2 R3 R4 R5 W --
RiverSource Diversified Equity Income A B C -- -- I R2 R3 R4 R5 W --
RiverSource Mid Cap Value A B C -- -- I R2 R3 R4 R5 W --
RiverSource Large Cap Series, Inc.
RiverSource Disciplined Equity A B C -- -- I R2 R3 R4 R5 W --
RiverSource Growth A B C -- -- I R2 R3 R4 R5 W --
RiverSource Large Cap Equity A B C -- -- I R2 R3 R4 R5 -- --
RiverSource Large Cap Value A B C -- -- I R2 R3 R4 R5 -- --
RiverSource Managers Series, Inc.
RiverSource Partners Aggressive Growth A B C -- -- I R2 R3 R4 R5 -- --
RiverSource Partners Fundamental Value A B C -- -- I -- -- R4 -- -- --
RiverSource Partners Select Value A B C -- -- I -- -- R4 -- -- --
RiverSource Partners Small Cap Equity A B C -- -- I -- -- R4 -- -- --
RiverSource Partners Small Cap Value A B C -- -- I R2 R3 R4 R5 -- --
RiverSource Market Advantage Series, Inc.
RiverSource Portfolio Builder Aggressive A B C -- -- -- -- -- R4 -- -- --
RiverSource Portfolio Builder Moderate A B C -- -- -- -- -- R4 -- -- --
EQUITY FUNDS
CLASSES
---------------------------------------------------------------------
FUNDS A B C D E I R2 R3 R4 R5 W Y
----- --- --- --- --- --- --- --- --- --- --- --- ---
RiverSource Portfolio Builder Moderate
Aggressive A B C -- -- -- -- -- R4 -- -- --
RiverSource Portfolio Builder Total Equity A B C -- -- -- -- -- R4 -- -- --
RiverSource S&P 500 Index -- -- -- D E -- -- -- -- -- -- --
RiverSource Small Company Index A B -- -- -- -- -- -- R4 -- -- --
RiverSource Sector Series, Inc.
RiverSource Dividend Opportunity A B C -- -- I R2 R3 R4 R5 W --
RiverSource Real Estate A B C -- -- I -- -- R4 -- W --
RiverSource Selected Series, Inc.
RiverSource Precious Metals and Mining A B C -- -- I -- -- R4 -- -- --
RiverSource Series Trust
RiverSource 120/20 Contrarian Equity A B C -- -- I -- -- -- R5 -- --
RiverSource 130/30 U.S. Equity Fund A B C -- -- I -- -- -- R5 -- --
RiverSource Retirement Plus 2010 A -- -- -- -- -- R2 R3 R4 R5 -- Y
RiverSource Retirement Plus 2015 A -- -- -- -- -- R2 R3 R4 R5 -- Y
RiverSource Retirement Plus 2020 A -- -- -- -- -- R2 R3 R4 R5 -- Y
RiverSource Retirement Plus 2025 A -- -- -- -- -- R2 R3 R4 R5 -- Y
RiverSource Retirement Plus 2030 A -- -- -- -- -- R2 R3 R4 R5 -- Y
RiverSource Retirement Plus 2035 A -- -- -- -- -- R2 R3 R4 R5 -- Y
RiverSource Retirement Plus 2040 A -- -- -- -- -- R2 R3 R4 R5 -- Y
RiverSource Retirement Plus 2045 A -- -- -- -- -- R2 R3 R4 R5 -- Y
RiverSource Strategy Series, Inc.
RiverSource Equity Value A B C -- -- I R2 R3 R4 R5 W --
RiverSource Partners Small Cap Growth A B C -- -- I R2 R3 R4 R5 -- --
RiverSource Small Cap Advantage A B C -- -- I R2 R3 R4 R5 -- --
RiverSource Strategic Allocation Series, Inc.
RiverSource Strategic Allocation A B C -- -- I R2 R3 R4 R5 -- --
FIXED INCOME FUNDS
CLASSES
---------------------------------------------------------------------
FUNDS A B C D E I R2 R3 R4 R5 W Y
----- --- --- --- --- --- --- --- --- --- --- --- ---
RiverSource Bond Series, Inc.
RiverSource Floating Rate A B C -- -- I -- -- R4 R5 W --
RiverSource Income Opportunities A B C -- -- I -- -- R4 -- -- --
RiverSource Inflation Protected Securities A B C -- -- I -- -- R4 -- W --
RiverSource Limited Duration Bond A B C -- -- I -- -- R4 -- W --
RiverSource California Tax-Exempt Trust
RiverSource California Tax-Exempt A B C -- -- -- -- -- -- -- -- --
RiverSource Diversified Income Series, Inc.
RiverSource Diversified Bond A B C -- -- I R2 R3 R4 R5 W --
RiverSource Global Series, Inc.
RiverSource Absolute Return Currency and
Income A B C -- -- I -- -- R4 R5 W --
RiverSource Emerging Markets Bond A B C -- -- I -- -- R4 -- W --
RiverSource Global Bond A B C -- -- I -- -- R4 -- W --
RiverSource Government Income Series, Inc.
RiverSource Short Duration U.S. Government A B C -- -- I -- -- R4 -- W --
RiverSource U.S. Government Mortgage A B C -- -- I -- -- R4 -- -- --
RiverSource High Yield Income Series, Inc.
RiverSource High Yield Bond A B C -- -- I R2 R3 R4 R5 W --
FIXED INCOME FUNDS
CLASSES
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FUNDS A B C D E I R2 R3 R4 R5 W Y
----- --- --- --- --- --- --- --- --- --- --- --- ---
RiverSource Income Series, Inc.
RiverSource Income Builder Basic Income A B C -- -- -- -- -- R4 -- -- --
RiverSource Income Builder Enhanced Income A B C -- -- -- -- -- R4 -- -- --
RiverSource Income Builder Moderate Income A B C -- -- -- -- -- R4 -- -- --
RiverSource Market Advantage Series, Inc.
RiverSource Portfolio Builder Conservative A B C -- -- -- -- -- R4 -- -- --
RiverSource Portfolio Builder Moderate A B C -- -- -- -- -- R4 -- -- --
Conservative
RiverSource Special Tax-Exempt Series Trust
RiverSource Minnesota Tax-Exempt A B C -- -- -- -- -- -- -- -- --
RiverSource New York Tax-Exempt A B C -- -- -- -- -- -- -- -- --
RiverSource Strategic Allocation Series, Inc.
RiverSource Strategic Income Allocation A B C -- -- -- R2 R3 R4 R5 -- --
RiverSource Tax-Exempt Income Series, Inc.
RiverSource Tax-Exempt High Income A B C -- -- -- -- -- -- -- -- --
RiverSource Tax-Exempt Series, Inc.
RiverSource Intermediate Tax-Exempt A B C -- -- -- -- -- -- -- -- --
RiverSource Tax-Exempt Bond A B C -- -- -- -- -- -- -- -- --
MONEY MARKET FUNDS
CLASSES
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FUNDS A B C D E I R2 R3 R4 R5 W Y
----- --- --- --- --- --- --- --- --- --- --- --- ---
RiverSource Money Market Series, Inc.
RiverSource Cash Management A B C -- -- I -- -- -- R5 W Y
RiverSource Tax-Exempt Money Market Series,
Inc.
RiverSource Tax-Exempt Money Market A -- -- -- -- -- -- -- -- -- -- --
NON - PUBLIC FUND
RiverSource Short Term Investments Series, Inc.
RiverSource Short-Term Cash Fund
SCHEDULE B
Effective as of 12/11/2006 with respect to Class E, Class I, Class Rs and Class
Y:
FEE SCHEDULE
The annual fee for services under this Agreement, accrued daily and payable
monthly, for the classes applicable to the Fund, is as follows:
1. PER ACCOUNT FEE - CLASSES A, B, C AND D
EQUITY FUNDS
The annual per account fee is as follows:
Class A Class B Class C Class D
------- ------- ------- -------
$19.50 $20.50 $20.00 $19.50
FIXED INCOME FUNDS
The annual per account fee is as follows:
Class A Class B Class C
------- ------- -------
$20.50 $21.50 $21.00
MONEY MARKET FUNDS
The annual per account fee is as follows:
Class A Class B Class C
------- ------- -------
$22.00 $23.00 $22.50
2. ASSET BASED FEE - CLASSES E, I, R2, R3, R4, R5, W AND Y
The annual asset-based fee is as follows:
FEE
(asset-based fees
are calculated based
on average daily net
assets attributable to
CLASS the applicable class)
----- ----------------------
E 0.05%
I None
R2 0.05%
R3 0.05%
R4 0.05%
R5 0.05%
W 0.20%
Y 0.05%
FOR ALL FUNDS:
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.
SCHEDULE C
OUT-OF-POCKET EXPENSES
The Fund shall reimburse the Transfer Agent monthly for the following
out-of-pocket expenses:
- typesetting, printing, paper, envelopes, postage and return postage for
proxy soliciting material, and proxy tabulation costs
- 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
- 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
- stop orders
- outgoing wire charges
- National Securities Clearing Corporation charges related to fund
transactions
- other expenses incurred at the request or with the consent of the Fund
