EX-99.(H)(5) 7 c26510bexv99wxhyx5y.txt MASTER FEE CAP/FEE WAIVER AGREEMENT Exhibit (h)(5) FEE CAP/FEE WAIVER AGREEMENT AMENDED AND RESTATED This Agreement, dated Oct. 1, 2005, as amended and restated June 12, 2008, is between each of the RiverSource investment companies (each a "Registrant"), on behalf of its underlying series funds, as listed in Schedule A (the term "FUND" is used to refer to either the Registrant or the series as context requires), and RiverSource Investments, LLC, in its capacity as investment manager of the Funds, Ameriprise Financial, Inc, in its capacity as administrator of the Funds, RiverSource Service Corporation, in its capacity as transfer agent of the Funds, and RiverSource Distributors, Inc. in its capacity as principal underwriter and distributor of the Funds (collectively referred to as the "SERVICE PROVIDERS"). Under this Agreement, the Service Providers hereby agree to waive all or a portion of the fees they earn and/or cap or reimburse expenses of each Fund incurred in connection with the services they provide to the Funds, in an amount equal to the amount by which the Fund's total operating expense, before giving effect to any applicable performance incentive adjustment (excluding foreign transaction taxes, income paid to brokers related to securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and interest expenses, transaction or brokerage fees, fees and expenses associated with investment in other pooled investment vehicles, including exchange traded funds, other affiliated and unaffiliated mutual funds, and certain other expenses as may be approved by the Funds' Board of Directors) exceed the thresholds set forth in the attached Schedule B ("FEE Caps") for any particular Fund, and the Fund hereby agrees to such Fee Caps. 1. FEE CAPS/FEE WAIVERS. Any allocation of fee waivers and expenses reimbursements among the Service Providers in order to meet the Fee Caps will be determined by the Service Providers. 2. TERMINATION. With respect to any Fund, this Agreement will terminate on the date listed in Schedule B unless modified by written agreement of the Fund and the Service Providers or terminated earlier at the sole discretion of the Fund's Board of Directors. The Service Providers acknowledge that they (1) shall not be entitled to collect on, or make a claim for, waived fees at any time in the future, and (2) shall not be entitled to collect on, or make a claim for, reimbursed Fund expenses at any time in the future. Fee Cap/Fee Waiver Agreement IN WITNESS WHEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written. 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 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. RIVERSOURCE VARIABLE SERIES TRUST By: /s/ Patrick T. Bannigan ----------------------------------------- Patrick T. Bannigan President AMERIPRISE FINANCIAL, INC. By: /s/ William F. Truscott ----------------------------------------- William F. Truscott President - U.S. Asset Management and Chief Investment Officer RIVERSOURCE DISTRIBUTORS, INC. By: /s/ William F. Truscott ----------------------------------------- William F. Truscott Vice President RIVERSOURCE INVESTMENTS, LLC. By: /s/ William F. Truscott ----------------------------------------- William F. Truscott President and Chief Investment Officer RIVERSOURCE SERVICE CORPORATION By: /s/ Lyn Kepart Strong ----------------------------------------- Lyn Kephart-Strong President Fee Cap/Fee Waiver Agreement SCHEDULE A - FUNDS Each Registrant is a Minnesota corporation, except RiverSource California Tax-Exempt Trust, RiverSource Series Trust, RiverSource Special Tax-Exempt Series Trust and RiverSource Variable Series Trust, which are Massachusetts business trusts. RIVERSOURCE BOND SERIES, INC. RiverSource Floating Rate Fund RiverSource Income Opportunities Fund RiverSource Inflation Protected Securities Fund RiverSource Limited Duration Bond 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 Absolute Return Currency and Income Fund RiverSource Emerging Markets Bond Fund RiverSource Global Bond Fund RiverSource Global Technology 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 HIGH YIELD INCOME SERIES, INC. RiverSource High Yield Bond Fund RIVERSOURCE INCOME SERIES, INC. RiverSource Income Builder Basic Income Fund RiverSource Income Builder Enhanced Income Fund RiverSource Income Builder Moderate 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 RIVERSOURCE INTERNATIONAL SERIES, INC. RiverSource Disciplined International Equity Fund Threadneedle European Equity Fund Threadneedle International Opportunity Fund RIVERSOURCE INVESTMENT SERIES, INC. RiverSource Balanced Fund RiverSource Disciplined Large Cap Growth Fund RiverSource Disciplined Large Cap Value Fund RiverSource Diversified Equity Income Fund RiverSource Mid Cap Value Fund RIVERSOURCE LARGE CAP SERIES, INC. RiverSource Disciplined Equity Fund RiverSource Growth Fund RiverSource Large Cap Equity Fund RiverSource Large Cap Value Fund RIVERSOURCE MANAGERS SERIES, INC. RiverSource Partners Aggressive Growth Fund RiverSource Partners Fundamental Value Fund RiverSource Partners Select Value Fund RiverSource Partners Small Cap Equity Fund RiverSource Partners Small Cap Value Fund RIVERSOURCE MARKET ADVANTAGE SERIES, INC. RiverSource Portfolio Builder Aggressive Fund RiverSource Portfolio Builder Conservative Fund RiverSource Portfolio Builder Moderate Aggressive Fund RiverSource Portfolio Builder Moderate Conservative Fund RiverSource Portfolio Builder Moderate Fund RiverSource Portfolio Builder Total Equity Fund RiverSource S&P 500 Index Fund RiverSource Small Company Index 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 120/20 Contrarian Equity Fund RiverSource 130/30 U.S. Equity 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 SPECIAL TAX-EXEMPT SERIES TRUST RiverSource Minnesota Tax-Exempt Fund RiverSource New York Tax-Exempt Fund RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. RiverSource Strategic Allocation Fund RiverSource Strategic Income Allocation Fund RIVERSOURCE STRATEGY SERIES, INC. RiverSource Equity Value Fund RiverSource Partners Small Cap Growth Fund RiverSource Small Cap Advantage Fund Fee Cap/Fee Waiver Agreement RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC. RiverSource Tax-Exempt High Income Fund RIVERSOURCE TAX-EXEMPT MONEY MARKET SERIES, INC. RiverSource Tax-Exempt Money Market Fund RIVERSOURCE TAX-EXEMPT SERIES, INC. RiverSource Intermediate Tax-Exempt Fund RiverSource Tax-Exempt Bond Fund RIVERSOURCE VARIABLE SERIES TRUST Discipline Asset Allocation Portfolios - Aggressive Discipline Asset Allocation Portfolios - Conservative Discipline Asset Allocation Portfolios - Moderate Discipline Asset Allocation Portfolios - Moderately Aggressive Discipline Asset Allocation Portfolios - Moderately Conservative RiverSource Partners Variable Portfolio - Fundamental Value Fund RiverSource Partners Variable Portfolio - Select Value Fund RiverSource Partners Variable Portfolio - Small Cap Value Fund RiverSource Variable Portfolio - Core Equity Fund RiverSource Variable Portfolio - Global Bond Fund RiverSource Variable Portfolio - Global Inflation Protected Securities Fund RiverSource Variable Portfolio - Income Opportunities Fund RiverSource Variable Portfolio - Large Cap Value Fund RiverSource Variable Portfolio - Mid Cap Value Fund RiverSource Variable Portfolio - S&P 500 Index Fund RiverSource Variable Portfolio - Small Cap Advantage Fund Fee Cap/Fee Waiver Agreement SCHEDULE B - FEE CAPS/FEE WAIVERS Schedule B is separately maintained and updated from time to time to reflect current fee cap/fee waiver commitments, as they have been approved by the Funds' Board of Directors. Current fee cap/fee waiver commitments are reflected in Fund registration statements as applicable.