TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
This agreement (the "Agreement") is made as of September 7, 2010, by and
between the trusts or corporations acting on behalf of their series all as
listed on Schedule A hereto (as the same may from time to time be amended to add
or delete one or more series of such trusts or corporations) (each such trust
and corporation being hereinafter referred to as a "Trust" and each series of a
Trust, if any, being hereinafter referred to as a "Fund" with respect to that
Trust, but for any Trust that does not have any separate series, then any
reference to the "Fund" is a reference to that Trust), and Columbia Management
Investment Services Corp., a Minnesota corporation ("CMISC").
WHEREAS, each Trust is a registered investment company and desires that
CMISC perform certain services for the Funds; and
WHEREAS, CMISC is willing to perform such services upon the terms and
subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereto agree as follows:
1. Appointment. Each Trust hereby appoints CMISC to act as Transfer Agent
and Dividend Disbursing Agent for the Funds, and CMISC accepts such appointments
and will perform the respective duties and functions of such appointments, and
also agrees to act as agent for the Funds' shareholders in connection with the
shareholder plans and services described in paragraphs 12 and 13, below, in the
manner hereinafter set forth.
2. Compensation. Each Trust shall pay to CMISC, or to such person(s) as
CMISC may from time to time instruct, for services rendered and costs incurred
in connection with the performance of duties hereunder, such compensation and
reimbursement as may from time to time be approved by the Board of
Trustees/Directors (the "Board") of the Trust.
Schedule B hereto sets forth the compensation and reimbursement
arrangements to be effective as of the date of this Agreement, and the treatment
of all interest earned with respect to balances in the accounts maintained by
CMISC referred to in paragraphs 5, 9 and 10 of this Agreement, net of any
charges imposed by the bank(s) at which CMISC maintains such accounts.
3. Copies of Documents. Each Trust will furnish CMISC with copies of the
following documents: the Declaration of Trust of the Trust and all amendments
thereto; and the Trust's registration statement (the "Registration Statement")
as in effect on the date hereof under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, and all amendments or
supplements thereto hereafter filed. The prospectus(es) and statement(s) of
additional information contained in each such Registration Statement, as from
time to time amended and supplemented, together are herein collectively referred
to as the "Prospectus."
4. Lost or Destroyed Certificates. In case of the alleged loss or
destruction of any shareholder certificate, no new certificate shall be issued
in lieu thereof. CMISC shall cancel
such lost or destroyed certificate, and, provided that the purported holder of
such lost or destroyed certificate furnishes to CMISC an affidavit of loss of
the shares represented by such lost or destroyed certificate in a form
satisfactory to CMISC, supported by an appropriate bond satisfactory to CMISC
and the Trust and issued by a surety company satisfactory to CMISC, CMISC shall
reflect the ownership by such holder of the shares represented by such lost or
destroyed certificate in its book entry system.
5. Receipt of Funds for Investment. CMISC will maintain one or more
accounts with its cash management bank into which it will deposit funds payable
to CMISC as agent for, or otherwise identified as being for the account of, each
Fund or its principal underwriter (the "Distributor"), prior to crediting such
funds to the respective accounts of the Fund and the Distributor. Thereafter,
CMISC will determine the amount of any such funds due a Fund (equal to the
number of Fund shares sold by the Fund computed pursuant to paragraph 6 hereof,
multiplied by the net asset value of a Fund share (calculated as described in
the Prospectus) next determined after receipt of such purchase order) and due
the Distributor (equal to the sales charge applicable to such sale computed
pursuant to paragraph 8 hereof), respectively, deposit the portion due the
Distributor in an account as may from time to time be designated by the
Distributor, deposit the net amount due the Fund in the Fund's account with its
custodian (the "Custodian"), notify the Distributor (such notification to the
Distributor to include the amount of such sales charge to be remitted by the
Distributor to any dealer participating in the sale, computed pursuant to
paragraph 8 hereof) and the Fund, respectively, of such deposits, such
notification to be given as soon as practicable on the next business day stating
the total amount deposited to said accounts during the previous business day.
Such notification shall be in writing.
6. Shareholder Accounts. Upon receipt of any funds referred to in paragraph
5 hereof, CMISC will compute the number of shares purchased by the shareholder
according to the net asset value of Fund shares next determined after such
receipt less any applicable sales charge, calculated pursuant to paragraph 8
hereof; and
(a) in the case of a new shareholder, open and maintain an open
account for such shareholder in the name or names set forth in the subscription
application form;
(b) send to the shareholder a confirmation indicating the amount of
full and fractional shares purchased (in the case of fractional shares, rounded
to three decimal places) and the price per share; and
(c) in the case of a request to establish an accumulation plan,
withdrawal plan, group plan or other plan or program being offered by the Fund's
Prospectus, open and maintain such plan or program for the shareholder in
accordance with the terms thereof;
all subject to any reasonable instructions which the Distributor or a Trust may
give to CMISC with respect to rejection of orders for shares and in accordance
with the Prospectus.
7. Unpaid Checks. In the event that any check or other order for payment of
money on the account of any shareholder or new investor is returned for any
reason, CMISC will take such steps, including imposition of a reasonable
processing or handling fee on such shareholder
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or investor, as CMISC may, in CMISC's discretion, deem appropriate, or as a
Trust or the Distributor may instruct CMISC.
8. Sales Charge. In computing the number of shares to credit to the account
of a shareholder pursuant to paragraph 6 hereof, CMISC will calculate applicable
sales charges, commissions or other amounts, if any, with respect to each
purchase as set forth in the Prospectus and in accordance with any notification
filed with respect to combined and accumulated purchases. CMISC will also
determine the portion of each sales charge, commission or other amount, if any,
payable by the Distributor to the dealer participating in the sale in accordance
with such schedules as are from time to time delivered by the Distributor to
CMISC.
9. Dividends and Distributions. Each Trust will promptly notify CMISC of
the declaration of any dividend or distribution with respect to shares of Funds
of such Trust, the amount of such dividend or distribution, the date each such
dividend or distribution shall be paid, and the record date for determination of
shareholders entitled to receive such dividend or distribution. As Dividend
Disbursing Agent, CMISC will, on or before the payment date of any such dividend
or distribution, notify the Custodian of the estimated amount of cash required
to pay such dividend or distribution, and each Trust agrees that on or before
the mailing date of such dividend or distribution it will instruct the Custodian
to make available to CMISC sufficient funds therefor in a dividend and
distribution account maintained by CMISC with the Custodian. As Dividend
Disbursing Agent, CMISC will prepare and distribute to shareholders any funds to
which they are entitled by reason of any dividend or distribution and, in the
case of shareholders entitled to receive additional shares by reason of any such
dividend or distribution, CMISC will make or cause to be recorded appropriate
credits to their accounts and prepare and mail to shareholders a confirmation
statement. CMISC will replace lost or stolen checks issued to a shareholder upon
receipt of proper notification and will maintain any stop payment order against
the lost or stolen checks, subject to the imposition of a reasonable processing
or handling fee on such shareholder, as CMISC may, in CMISC's discretion, deem
appropriate, or as each Trust or the Distributor may instruct CMISC.
10. Repurchase and Redemptions. CMISC will receive and stamp with the date
of receipt all requests delivered to CMISC for repurchase or redemption of
shares and CMISC will process such repurchases as agent for the Distributor and
such redemptions as agent for each Trust as follows, all in accordance with the
terms and procedures set forth in the Fund's Prospectus:
(a) If such request complies with standards for repurchase or
redemption approved from time to time by the Trust, CMISC will, on or prior to
the seventh calendar day succeeding the receipt of any such request for
repurchase or redemption in good order, deposit any contingent deferred sales
charge ("CDSC") due the Distributor in its account with such bank as may from
time to time be designated by the Distributor and pay to the shareholder from
funds deposited by the Trust from time to time in a repurchase and redemption
account maintained by CMISC with its cash management bank, the appropriate
repurchase or redemption price, as the case may be, as set forth in the
Prospectus;
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(b) If such request does not comply with said standards for repurchase
or redemption as approved by the Trust, CMISC will promptly notify the
shareholder of such fact, together with the reason therefor, and shall effect
such repurchase or redemption at the price in effect at the time of receipt of
documents complying with said standards, or, in the case of a repurchase, at
such other time as the Distributor, as agent for the Trust, shall so direct; and
(c) CMISC shall notify the Trust and the Distributor as soon as
practicable on each business day of the total number of Fund shares covered by
requests for repurchase or redemption that were received by CMISC in proper form
on the previous business day, and shall notify the Distributor of deposits to
its account with respect to any CDSC, each such notification to be confirmed in
writing.
11. Exchanges and Transfers. Upon receipt by CMISC of a request to exchange
Fund shares held in a shareholder's account for shares of another Fund, CMISC
will verify that the exchange request is made by authorized means and that the
requested exchange is in accordance with the Trust's applicable policies and
will process a redemption and corresponding purchase of shares in accordance
with each Trust's redemption and purchase policies and in accordance with the
redemption and purchase provisions of this Agreement. Upon receipt by CMISC of a
request to transfer Fund shares accompanied by such endorsements, instruments of
assignment or evidence of succession as CMISC may require and further
accompanied by payment of any applicable transfer taxes, and satisfaction of any
conditions contained in the Trust's Declaration of Trust, By-Laws, and
Prospectus, CMISC will record the transfer of ownership of such shares in the
appropriate records and will process the transfer in accordance with the Trust's
transfer policies and will open an account for the transferee, if a new
shareholder, in accordance with the provisions of this Agreement.
12. Systematic Withdrawal Plans. CMISC will administer systematic
withdrawal plans pursuant to the provisions of withdrawal orders duly executed
by shareholders and the relevant Fund's Prospectus. Payments upon such
withdrawal orders shall be made by CMISC from the appropriate account maintained
by the Trust with the Custodian. Prior to each payment date, CMISC will withdraw
from a shareholder's account and present for repurchase or redemption as many
shares as shall be sufficient to make such withdrawal payment pursuant to the
provisions of the shareholder's withdrawal plan and the relevant Fund's
Prospectus.
13. Letters of Intent and Other Plans. CMISC will process such letters of
intent for investing in Fund shares as are provided for in the Prospectus, and
CMISC will act as escrow agent pursuant to the terms of such letters of intent
duly executed by shareholders. CMISC will make appropriate deposits to the
account of the Distributor for the adjustment of sales charges as therein
provided and will concurrently report the same to the Distributor, it being
understood, however, that computations of any adjustment of sales charges shall
be the responsibility of the Distributor or the Trust. CMISC will process such
accumulation plans, group programs and other plans or programs for investing in
shares as are provided for in the Prospectus. In connection with any such plan
or program, and with systematic withdrawal plans described in paragraph 12
hereof, CMISC will act as plan agent for shareholders and in so acting shall not
be the agent of the Trust.
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14. Tax Forms and Reports. CMISC will prepare, file with the Internal
Revenue Service and with any other foreign, federal, state or local governmental
agency which may require such filing, and, if required, mail to shareholders
such forms and reports for reporting dividends and distributions paid by the
Funds as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations, and CMISC will withhold from distributions to
shareholders such sums as are required to be withheld under applicable foreign,
federal and state income tax laws, rules and regulations.
15. Record Keeping. CMISC will maintain records, which at all times will be
the property of each respective Trust and available for inspection by the Trust
and Distributor, showing for each shareholder's account the following:
(a) Name, address and United States taxpayer identification or Social
Security number, if provided (or amounts withheld with respect to dividends and
distributions on shares if a taxpayer identification or Social Security number
if not provided);
(b) Number of shares held and number of shares for which certificates
have been issued;
(c) Historical information regarding the account of each shareholder,
including dividends and distributions paid, if any, and the date and price for
all transactions on a shareholder's account;
(d) Any stop or restraining order placed against a shareholder's
account;
(e) Information with respect to withholdings of taxes on dividends
paid to foreign accounts; and
(f) Any instruction as to letters of intent, record address, and any
correspondence or instructions or privileges (such as a telephone exchange
privilege), relating to the maintenance of a shareholder's account.
In addition, CMISC will keep and maintain on behalf of each respective
Trust all records which the Trust or CMISC is required to keep and maintain
pursuant to any applicable statute, rule or regulation, including without
limitation, Rules 17Ad-6 and 17Ad-7 under the Securities Exchange Act of 1934,
and Rule 31(a)-1 under the Investment Company Act of 1940, relating to the
maintenance of records in connection with the services to be provided hereunder.
16. Other Information Furnished. CMISC will furnish to each Trust and the
Distributor or to third parties at their direction, such as the Trust's Blue Sky
service provider, such other information, including shareholder lists and
statistical information as may be agreed upon from time to time between CMISC
and the Trust. CMISC shall notify a Trust of any request or demand to inspect
the share records books of the Trust and will act upon the instructions of the
Trust as to permitting or refusing such inspection. CMISC will also provide
reports pertaining to the services provided under this Agreement as the Trust or
its Board may reasonably request.
17. Shareholder Inquiries. CMISC will respond promptly to written
correspondence from shareholders, registered representatives of broker-dealers
engaged in selling Fund shares,
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the Trust and the Distributor relating to its duties hereunder, and such other
correspondence or communications as may from time to time be mutually agreed
upon between CMISC and each Trust. CMISC also will respond promptly to telephone
inquiries from shareholders with respect to existing accounts.
18. Communications to Shareholders and Meetings. CMISC will determine all
shareholders entitled to receive, and will address and mail, all communications
by a Trust to its shareholders, including annual and semi-annual reports to
shareholders, proxy material for meetings of shareholders, dividend
notifications, and other periodic communications to shareholders. CMISC will
receive, examine and tabulate returned and completed proxy cards for meetings of
shareholders and certify the vote to the Trust.
19. Other Services. If and as requested by the Trust (and as mutually
agreed upon by the parties as to any reasonable out-of-pocket expenses), CMISC
shall provide any additional related services, including but not limited to
services pertaining to escheatments, abandoned property, garnishment orders,
bankruptcy and divorce proceedings, Internal Revenue Service or state tax
authority tax levies and summonses, and U.S. Treasury Office of Foreign Assets
Control and all matters relating to the foregoing.
20. Insurance. CMISC will maintain adequate insurance coverage with respect
to the services provided under this Agreement, and will not allow such insurance
coverage to lapse, without the prior written consent of each Trust.
21. Service Levels. CMISC agrees to report to the Board of each Trust on
the nature and quality of the services it provides to the Funds under this
Agreement, as may be requested by the Board from time to time.
22. Duty of Care and Indemnification. CMISC will at all times use
reasonable care and act in good faith in performing its duties hereunder. CMISC
will not be liable or responsible for delays or errors by reason of
circumstances beyond its control, including without limitation, acts of civil or
military authority, national or state emergencies, labor difficulties, fire,
mechanical breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of transportation, communication or power supply, so long as
CMISC maintains comprehensive business continuity plans and procedures pursuant
to Section 29 hereof.
CMISC may rely on certifications of the Secretary, any Assistant Secretary,
the President, any Vice President, the Treasurer or any Assistant Treasurer of a
Trust as to proceedings or facts in connection with any action taken by the
shareholders or the Board of that Trust, and upon instructions not inconsistent
with this Agreement from the President, any Vice President, the Treasurer or any
Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at
the Trust's expense, or its own counsel for advice whenever it appropriate. With
respect to any action reasonably taken on the basis of such certifications or
instructions or in accordance with the advice of counsel for a Trust, the Trust
will indemnify and hold harmless CMISC from any and all losses, claims, damages,
liabilities and expenses (including reasonable counsel fees and expenses),
provided that such certifications or instructions are not provided by an
employee of CMISC or any affiliate of CMISC.
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Each Trust will indemnify CMISC against and hold CMISC harmless from any
and all losses, claims, damages, liabilities and expenses (including reasonable
counsel fees and expenses) arising out of or in connection with any material
breach by a Trust of any provision of this Agreement provided that such claim,
demand, action or suit is not the result of CMISC's bad faith or negligence.
In any case in which a Trust may be asked to indemnify or hold harmless
CMISC, CMISC shall advise the Trust of all pertinent facts concerning the
situation giving rise to the claim or potential claim for indemnification, and
CMISC shall use reasonable care to identify and notify the Trust promptly
concerning any situation which presents or appears likely to present a claim for
indemnification.
23. Employees. CMISC is responsible for the employment, control and conduct
of its agents and employees and for injury or harm to such agents or employees
or to others caused by such agents or employees. CMISC assumes full
responsibility for its agents and employees under applicable statutes and agrees
to pay all employer taxes thereunder.
24. AML/CIP. CMISC agrees to use its best efforts to provide anti-money
laundering services to each Trust and to operate the Trust's customer
identification program, in each case in accordance with the written procedures
developed by CMISC and adopted or approved by the Board of the Trust and with
applicable law and regulation. CMISC further agrees to cooperate with any
request from examiners or other personnel of U.S. Government agencies having
jurisdiction over the Trust for information and records relating to the
anti-money laundering procedures or services and consents to inspection by such
examiners or other personnel for this purpose.
25. Termination. This Agreement shall continue indefinitely until
terminated (with respect to any Trust) by not less than sixty (60) days' written
notice given by the Trust to CMISC or by six (6) months' written notice given by
CMISC to the Trust. Upon termination hereof, the relevant Trust shall pay such
compensation as may be due to CMISC as of the date of such termination.
26. Successors. In the event that in connection with termination of this
Agreement a successor to any of CMISC's duties or responsibilities hereunder is
designated by a Trust by written notice to CMISC, CMISC shall promptly, at the
expense of the Trust, transfer to such successor a certified list of the
shareholders of the Funds (with name, address and taxpayer identification or
Social Security number), the 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 CMISC under this
Agreement in a form reasonably acceptable to the Trust (if such form differs
from the form in which CMISC has maintained the same, the Trust shall pay any
expenses associated with transferring the same to such form), and will cooperate
in the transfer of such duties and responsibilities, including provision for
assistance from CMISC's personnel in the establishment of books, records and
other data by such successor. CMISC shall be entitled to reasonable compensation
and reimbursement of its out-of-pocket expenses in respect of assistance
provided in accordance with the preceding sentence, unless such termination
resulted from a material breach of this Agreement by CMISC or was caused by
CMISC. Also, in the event of the termination of this Agreement, to the extent
permitted by the
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agreements or licenses described below, CMISC shall, if requested by the
officers on behalf of the Board of the Trust, use reasonable efforts to assign
to the Trust, or its designee, such portion of its rights under any existing
agreements to which it is a party and pursuant to which it has a right to have
access to data processing capability in connection with the services
contemplated by this Agreement and under any licenses to use third-party
software in connection with the services contemplated by this Agreement and
under any licenses to use third-party software in connection therewith as is
applicable to the Trust, and in connection with such assignment shall grant to
the assignee an irrevocable right and license or sublicenses, on a non-exclusive
basis, to use any software used in connection therewith and, on an exclusive
basis, any proprietary rights or interest which it has under such agreements or
licenses.
27. Use of Affiliated Companies and Subcontractors. In connection with the
services to be provided by CMISC under this Agreement, CMISC may, to the extent
it deems appropriate, and subject to compliance with the requirements of
applicable laws and regulations and upon receipt of approval of the Board of a
Trust, make use of (i) its affiliated companies and their directors, trustees,
officers and employees and (ii) subcontractors selected by it, with the
understanding that there shall be no diminution in the quality or level of
services provided to the Trust, and provided that CMISC shall supervise and
remain fully responsible for the services of all such third parties in
accordance with and to the extent provided in this Agreement. All costs and
expenses associated with services provided by any such third parties shall be
borne by CMISC or such parties, except to the extent specifically provided
otherwise in this Agreement.
28. Confidentiality. CMISC agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of each Trust all records
and other information relative to the Trust and its prior, present or potential
shareholders and not to use such records and information for any purpose other
than performance of its responsibilities and duties under this Agreement, except
after prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where CMISC may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities or when so
requested by the Trust. Furthermore, CMISC will implement procedures reasonably
designed to safeguard information in accordance with the Fund's privacy policy
as adopted by the Board and with applicable laws and regulations.
29. Compliance. CMISC agrees to comply with all applicable federal, state
and local laws and regulations, codes, orders, self-regulatory organization
guidelines or regulations, and government rules in the performance of its duties
under this Agreement. CMISC agrees to provide each Trust with such
certifications, reports and other information, and reasonable access to
appropriate personnel and facilities, as the Trust may reasonably request from
time to time to assist it in complying with, and monitoring for compliance with,
applicable laws, rules and regulations. CMISC will implement, test and maintain
comprehensive business continuity plans and procedures as appropriate to provide
uninterrupted services to the Trust pursuant to this Agreement. Notwithstanding
anything else in this Agreement, CMISC will perform all services covered by the
Agreement in a manner so as to conform with the procedures and arrangements
described in the Fund's Prospectus.
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30. Market Timing. CMISC will assist other service providers of the Trust
as necessary in the implementation of the Trust's market timing policy adopted
by the Board, as set forth in the Fund's Prospectus. Furthermore, to the extent
applicable, CMISC will carry out its obligations set forth in the Fund's
Compliance Program concerning the implementation and administration of policies
and procedures relating to Rule 22c-2 under the 1940 Act.
31. Miscellaneous. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Massachusetts.
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions of this Agreement or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. This Agreement may be amended or modified only by a written document
signed by both parties hereto. All provisions regarding indemnification,
liability, and limits thereon, and confidentiality shall survive the termination
of this Agreement. This Agreement, including the attached Schedules, sets forth
the entire understanding of the parties hereto with respect to the subject
matter hereof and incorporates, merges and supersedes any and all prior
understandings and communications, whether written or oral, with respect to such
subject matter.
A copy of the Agreement and Declaration of Trust of the Trusts that are
organized as Massachusetts business trusts are on file with the Secretary of the
Commonwealth of Massachusetts, and CMISC acknowledges that this Agreement is
executed on behalf of each Trust by an officer thereof in his or her capacity as
an officer thereof and not individually, and that the obligations of or arising
out of this Agreement are not binding upon any of the trustees, officers,
employees, agents or shareholders of the Trusts individually, but are binding
solely upon the assets and property of the Trusts. CMISC further acknowledges
that the assets and liabilities of each Fund that is a series of a Trust are
separate and distinct and that the obligations of or arising out of this
Agreement with respect to each Fund that is a series of a Trust are binding
solely upon the assets or property of such Fund. CMISC also agrees that
obligations of or arising out of this Agreement with respect to each Fund that
is a series of a Trust shall be several and not joint, in accordance with its
proportionate interest hereunder, and agrees not to proceed (by way of claim,
set-off or otherwise) against any Fund for the obligations of another Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
EACH TRUST DESIGNATED IN SCHEDULE A,
on behalf of their respective series
listed on Schedule A
By: /s/ J. Xxxxx Xxxxxxxxxxx
---------------------------------
Name: J. Xxxxx Xxxxxxxxxxx
Title: President
COLUMBIA MANAGEMENT INVESTMENT
SERVICES CORP.
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: President
Transfer and Dividend Disbursing Agent Agreement
SCHEDULE A
As of September 7, 2010
TRUST FUNDS
----------------------------------------------------- --------------------------------------------------------
RIVERSOURCE BOND SERIES, INC. RiverSource Limited Duration Bond Fund
RiverSource Income Opportunities Fund
RiverSource Inflation Protected Securities Fund
RiverSource Floating Rate Fund
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST RiverSource California Tax-Exempt Fund
RIVERSOURCE DIMENSIONS SERIES, INC. RiverSource Disciplined Small and Mid Cap Equity Fund
RiverSource Disciplined Small Cap Value Fund
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC. RiverSource Diversified Bond Fund
RIVERSOURCE EQUITY SERIES, INC. RiverSource Mid Cap Growth Fund
RIVERSOURCE GLOBAL SERIES, INC. RiverSource Global Bond Fund
RiverSource Emerging Markets Bond Fund
RiverSource Absolute Return Currency and Income Fund
Threadneedle Emerging Markets Fund
Threadneedle Global Equity Fund
Threadneedle Global Equity Income Fund
Threadneedle Global Extended Alpha Fund
RIVERSOURCE GOVERNMENT INCOME SERIES, INC. RiverSource Short Duration U.S. Government Fund
RiverSource U.S. Government Mortgage Fund
RIVERSOURCE GOVERNMENT MONEY MARKET FUND, INC.
RIVERSOURCE HIGH YIELD INCOME SERIES, INC. RiverSource High Yield Bond Fund
RIVERSOURCE INCOME SERIES, INC. RiverSource Income Builder Basic Income Fund
RiverSource Income Builder Moderate Income Fund
RiverSource Income Builder Enhanced Income Fund
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC. RiverSource Partners International Select Growth Fund
RiverSource Partners International Select Value Fund
RiverSource Partners International Small Cap Fund
Transfer and Dividend Disbursing Agent Agreement
RIVERSOURCE INTERNATIONAL SERIES, INC. RiverSource Disciplined International Equity Fund
Threadneedle Asia Pacific Fund
Threadneedle International Opportunity Fund
Threadneedle European Equity Fund
RIVERSOURCE INVESTMENT SERIES, INC. RiverSource Diversified Equity Income Fund
RiverSource Mid Cap Value Fund
RiverSource Balanced Fund
RiverSource Disciplined Large Cap Growth Fund
RiverSource Disciplined Large Cap Value Fund
RIVERSOURCE LARGE CAP SERIES, INC. RiverSource Disciplined Equity Fund
RIVERSOURCE MANAGERS SERIES, INC. RiverSource Partners Fundamental Value Fund
RiverSource Partners Small Cap Value Fund
RIVERSOURCE MARKET ADVANTAGE SERIES, INC. RiverSource Small Company Index Fund
RiverSource S&P 500 Index Fund
RiverSource Portfolio Builder Conservative Fund
RiverSource Portfolio Builder Moderate Fund
RiverSource Portfolio Builder Moderate Conservative Fund
RiverSource Portfolio Builder Moderate Aggressive Fund
RiverSource Portfolio Builder Aggressive Fund
RiverSource Portfolio Builder Total Equity Fund
RIVERSOURCE MONEY MARKET SERIES, INC. RiverSource Cash Management Fund
RIVERSOURCE SECTOR SERIES, INC. RiverSource Dividend Opportunity Fund
RiverSource Real Estate Fund
RIVERSOURCE SELECTED SERIES, INC. RiverSource Precious Metals and Mining Fund
RIVERSOURCE SERIES TRUST RiverSource Recovery and Infrastructure Fund
RiverSource Retirement Plus 2010 Fund
RiverSource Retirement Plus 2015 Fund
RiverSource Retirement Plus 2020 Fund
RiverSource Retirement Plus 2025 Fund
RiverSource Retirement Plus 2030 Fund
RiverSource Retirement Plus 2035 Fund
RiverSource Retirement Plus 2040 Fund
RiverSource Retirement Plus 2045 Fund
RiverSource 120/20 Contrarian Equity Fund
RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC. RiverSource Short-Term Cash Fund
Transfer and Dividend Disbursing Agent Agreement
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. RiverSource Strategic Allocation Fund
RiverSource Strategic Income Allocation Fund
RIVERSOURCE STRATEGY SERIES, INC. RiverSource Equity Value Fund
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST RiverSource Minnesota Tax-Exempt Fund
RiverSource New York Tax-Exempt Fund
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC. RiverSource Tax-Exempt High Income Fund
RIVERSOURCE TAX-EXEMPT SERIES, INC. RiverSource Intermediate Tax-Exempt Fund
RiverSource Tax-Exempt Bond Fund
XXXXXXXX CAPITAL FUND, INC.
XXXXXXXX COMMUNICATIONS AND INFORMATION FUND, INC.
XXXXXXXX FRONTIER FUND, INC.
XXXXXXXX GLOBAL FUND SERIES, INC. Xxxxxxxx Global Technology Fund
XXXXXXXX GROWTH FUND, INC.
XXXXXXXX LASALLE REAL ESTATE FUND SERIES, INC. RiverSource LaSalle Global Real Estate Fund
RiverSource LaSalle Monthly Dividend Real Estate Fund
XXXXXXXX MUNICIPAL FUND SERIES, INC. Xxxxxxxx National Municipal Class (National Fund)
Xxxxxxxx Minnesota Municipal Class (Minnesota Fund)
Xxxxxxxx New York Municipal Class (New York Fund)
XXXXXXXX MUNICIPAL SERIES TRUST Xxxxxxxx California Municipal High-Yield Series
Xxxxxxxx California Municipal Quality Series
XXXXXXXX TARGETHORIZON ETF PORTFOLIOS, INC. Xxxxxxxx TargETFund 2045
Xxxxxxxx TargETFund 2035
Xxxxxxxx TargETFund 2025
Xxxxxxxx TargETFund 2015
Xxxxxxxx TargETFund Core
XXXXXXXX VALUE FUND SERIES, INC. Xxxxxxxx Large-Cap Value Fund
Xxxxxxxx Smaller-Cap Value Fund
XXXXXXXX LASALLE INTERNATIONAL REAL ESTATE FUND, INC.
Transfer and Dividend Disbursing Agent Agreement
TRI-CONTINENTAL CORPORATION
XXXXXXXX PREMIUM TECHNOLOGY GROWTH FUND, INC.
Transfer and Dividend Disbursing Agent Agreement
SCHEDULE B
Payments under the Agreement to CMISC shall be made in the first two weeks of
the month following the month in which a service is rendered or an expense
incurred.
Transfer agency costs are calculated separately for each of (i) Class Y shares,
(ii) Class R4 and R5 shares, and (iii) all other classes of shares (except Class
I, which pay no transfer agency fees). Each Fund shall pay to CMISC for the
services to be provided by CMISC under the Agreement an amount equal to the sum
of the following:
i) An annual fee of $12.08 per account (excluding Class I share
accounts); PLUS
ii) The Fund's Allocated Share of CMISC Reimbursable Out-of-Pocket
Expenses (allocated among the Fund's classes (other than Class I
shares) based on the number of open accounts); PLUS EITHER
iii) Payments relating to Sub-Transfer Agency Fees (for all classes other
than Class I, R4, R5 or Y) for each position held in an omnibus
account (i) for which American Enterprise Investment Services, Inc. is
the broker of record or with respect to which the beneficial
shareholder is a customer of Ameriprise Financial Services, Inc., at
the rate of $16 per annum, calculated monthly based on the total
number of positions in such account at the end of such month; and (ii)
for all other accounts, subject to an annual limitation of 0.20% of
the average aggregate value of the fund's shares maintained in such
omnibus accounts; OR
iv) Reimbursement of Sub-Transfer Agency Fees (for Class R3, Class R4 and
Class R5) subject to an annual limitation of 0.05% of the net assets
attributable to such shares.
In addition, CMISC shall be entitled to retain as additional compensation for
its services all CMISC revenues for fees for wire, telephone, and redemption
orders, XXX trustee agent fees and account transcripts due CMISC from
shareholders of the Fund and interest (net of bank charges) earned with respect
to balances in the accounts referred to in paragraph 2 of the Agreement. CMISC
shall also be entitled to retain any small account fees as specified in the
Prospectus, although the fees otherwise payable under the Agreement shall be
reduced by the amount of such small account fees.
All determinations hereunder shall be in accordance with generally accepted
accounting principles and subject to audit by the Funds' independent
accountants.
Definitions
"Allocated Share" for any month means that percentage of CMISC Reimbursable
Out-of-Pocket Expenses which would be allocated to a Fund for such month in
accordance with the methodology described below under the heading
"Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses."
Transfer and Dividend Disbursing Agent Agreement
"CMISC Reimbursable Out-of-Pocket Expenses" means (i) networking account
fees paid to dealer firms by CMISC on shareholder accounts established or
maintained pursuant to the National Securities Clearing Corporation's
networking system, subject to a maximum annual rate of 0.20% of the average
aggregate value of the Fund's shares maintained in networked accounts of
each dealer firm, and (ii) out-of-pocket expenses incurred on behalf of the
Funds by CMISC for stationery, forms, postage and similar items and those
expenses identified as "Out-of-Pocket Expenses" below.
"Out-of-Pocket Expenses" also include, but are not limited to, the
following items:
* Printing costs, including envelopes, checks and stationery
* Postage bulk, pre-sort, ZIP+4, barcoding, first class
* Telephone and telecommunication costs, including all lease,
maintenance and line costs
* Proxy solicitations, mailings and tabulations
* Daily & Distributions advice mailings
* Implementing, monitoring or processing any Stop Orders
* Shipping, Certified and Overnight mail and insurance
* Year-end forms and mailings
* Duplicating services
* Courier services
* National Securities Clearing Corporation charges related to fund
transactions
* At the request, or with the consent of the Trust, such other
miscellaneous expenses reasonably incurred by CMISC in performing
its duties and responsibilities under this Agreement.
The Funds agree that postage and mailing expenses will be paid on the day
of or prior to mailing as agreed with CMISC. In addition, the Funds will
promptly reimburse CMISC for any other unscheduled expenses incurred by
CMISC whenever the Funds and CMISC mutually agree that such expenses are
not otherwise properly borne by CMISC as part of its duties under the
Agreement.
Transfer and Dividend Disbursing Agent Agreement
Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses
CMISC Reimbursable Out-of-Pocket Expenses are allocated to the Funds as follows:
A. Identifiable Based on actual services performed and invoiced
to a Fund.
B. Unidentifiable Allocation will be based on three evenly
weighted factors.
- number of shareholder accounts
- number of transactions
- average assets
Transfer and Dividend Disbursing Agent Agreement
