EX-99.D3 IMS AGMNT 3 d3-imsta.txt INVESTMENT MANAGEMENT SERVICES TRANSFER AGREEMENT INVESTMENT MANAGEMENT SERVICES TRANSFER AGREEMENT THIS TRANSFER AGREEMENT (the "Agreement"), dated as of September 29, 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 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"). WHEREAS, Transferor has entered into the investment management services agreements listed on the attached Exhibit A, as such agreements have been amended, supplemented or revised from time to time (the "Investment Management Agreements"), with the parties listed on Exhibit A (the "Advisory Clients") on behalf of each of their underlying series (together, with the Advisory Clients, the "Funds"); 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 Agreements to Transferee, and Transferee has agreed to assume the rights and obligations of Transferor under the Investment Management Agreements, as set forth herein; WHEREAS, Transferor has provided a copy of this Agreement, in the form set forth herein, to the Funds; and WHEREAS, the transfer of the Investment Management Agreements pursuant to this Agreement will not result in (a) a change of actual control or management of the investment adviser to the Funds; (b) a material change in the nature or the level of actual investment management services provided to the Funds; or (c) a change in the investment management personnel who manage the assets of the Funds 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 October 1, 2005, 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 Investment Management Agreements; 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 Investment Management Agreements 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 Investment Management Agreements. Except as provided herein, the Investment Management Agreements shall have the same force and effect as if such agreements were executed by Transferee. 2. Books and Records. Transferor agrees to work with Transferee to effect an orderly transition of the books and records required to be transferred in connection with the transfer of the Investment Management Agreements, which transition shall not exceed a reasonable period of time following the transfer of the Investment Management Agreements. During the transition period, Transferor agrees to make any such books and records available to Transferee upon request. 3. Further Actions. Transferor shall provide notice of the Transfer and a copy of this Agreement to the Funds to the extent required by the terms of the Investment Management Agreements. 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. 5. 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/ James M. Cracchiolo ------------------------------------- Name: James M. Cracchiolo Title: Chairman of the Board and Chief Executive Officer RIVERSOURCE INVESTMENTS, LLC By: /s/ William F. Truscott ------------------------------------ Name: William F. Truscott Title: President, Chairman of the Board and Chief Investment Officer EXHIBIT A Investment Management Services Agreements Investment Management Services Agreements entered into between Ameriprise Financial, Inc. and the following Funds: AXP California Tax-Exempt Trust RiverSource California Tax-Exempt Fund AXP Discovery Series, Inc. RiverSource Core Bond Fund RiverSource Discovery Fund RiverSource Income Opportunities Fund RiverSource Inflation Protected Securities Fund RiverSource Limited Duration Bond Fund AXP Equity Series, Inc. RiverSource Mid Cap Growth Fund AXP Fixed Income Series, Inc. RiverSource Diversified Bond Fund AXP Global Series, Inc. RiverSource Global Balanced Fund AXP Government Income Series, Inc. RiverSource U.S. Government Mortgage Fund AXP Growth Series, Inc. RiverSource Disciplined Equity Fund RiverSource Large Cap Equity Fund RiverSource Large Cap Value Fund AXP International Series, Inc. RiverSource European Equity Fund RiverSource International Opportunity Fund AXP Investment Series, Inc. RiverSource Mid Cap Value Fund AXP Market Advantage Series, Inc. RiverSource Portfolio Builder Aggressive Fund RiverSource Portfolio Builder Conservative Fund RiverSource Portfolio Builder Moderate Fund RiverSource Portfolio Builder Moderate Aggressive Fund RiverSource Portfolio Builder Moderate Conservative Fund RiverSource Portfolio Builder Total Equity Fund RiverSource S&P 500 Index Fund RiverSource Small Company Index Fund AXP Money Market Series, Inc. RiverSource Cash Management Fund AXP Partners International Series, Inc. RiverSource International Aggressive Growth Fund RiverSource International Equity Fund RiverSource International Select Value Fund RiverSource International Small Cap Fund AXP Partners Series, Inc. RiverSource Aggressive Growth Fund RiverSource Fundamental Growth Fund RiverSource Fundamental Value Fund RiverSource Select Value Fund RiverSource Small Cap Equity Fund RiverSource Small Cap Value Fund RiverSource Value Fund AXP Sector Series, Inc. RiverSource Dividend Opportunity Fund RiverSource Real Estate Fund AXP Selected Series, Inc. RiverSource Precious Metals Fund AXP Special Tax-Exempt Series Trust RiverSource Insured Tax-Exempt Fund RiverSource Massachusetts Tax-Exempt Fund RiverSource Michigan Tax-Exempt Fund RiverSource Minnesota Tax-Exempt Fund RiverSource New York Tax-Exempt Fund RiverSource Ohio Tax-Exempt Fund AXP Strategy Series, Inc. RiverSource Equity Value Fund RiverSource Small Cap Advantage Fund RiverSource Small Cap Growth Fund RiverSource Strategy Aggressive Fund AXP Tax-Exempt Series, Inc. RiverSource Intermediate Tax-Exempt Fund RiverSource Tax-Exempt Bond Fund AXP Tax-Free Money Series, Inc. RiverSource Tax-Exempt Money Market Fund AXP Variable Portfolio - Income Series, Inc. RiverSource Variable Portfolio - Core Bond Fund RiverSource Variable Portfolio - Diversified Bond Fund RiverSource Variable Portfolio - Global Bond Fund RiverSource Variable Portfolio - Global Inflation Protected Securities Fund RiverSource Variable Portfolio - High Yield Bond Fund RiverSource Variable Portfolio - Income Opportunities Fund RiverSource Variable Portfolio - Short Duration U.S. Government Fund AXP Variable Portfolio - Investment Series, Inc. RiverSource Variable Portfolio - Emerging Markets Fund RiverSource Variable Portfolio - Growth Fund RiverSource Variable Portfolio - International Opportunity Fund RiverSource Variable Portfolio - Large Cap Equity Fund RiverSource Variable Portfolio - Large Cap Value Fund RiverSource Variable Portfolio - Mid Cap Growth Fund RiverSource Variable Portfolio - Mid Cap Value Fund RiverSource Variable Portfolio - New Dimensions Fund RiverSource Variable Portfolio - S&P 500 Index Fund RiverSource Variable Portfolio - Small Cap Advantage Fund RiverSource Variable Portfolio - Strategy Aggressive Fund AXP Variable Portfolio - Managed Series, Inc. RiverSource Variable Portfolio - Balanced Fund RiverSource Variable Portfolio - Diversified Equity Income Fund AXP Variable Portfolio - Money Market Series, Inc. RiverSource Variable Portfolio - Cash Management Fund AXP Variable Portfolio - Partners Series, Inc. RiverSource Variable Portfolio - Select Value Fund RiverSource Variable Portfolio - Small Cap Value Fund AXP Variable Portfolio - Select Series, Inc. RiverSource Variable Portfolio - Core Equity Fund Growth Trust Growth Portfolio Growth Trends Portfolio Growth and Income Trust Balanced Portfolio Equity Portfolio Equity Income Portfolio Total Return Portfolio Income Trust Government Income Portfolio High Yield Portfolio Quality Income Portfolio Tax-Free Income Trust Tax-Free High Yield Portfolio World Trust Emerging Markets Portfolio World Growth Portfolio World Income Portfolio World Technologies Portfolio