EX-99.(G)(1) 4 c14628bexv99wxgyx1y.txt CUSTODIAN AGREEMENT CUSTODIAN AGREEMENT AMENDED AND RESTATED This Custodian Agreement, first entered into as of October 1, 2005 ("Agreement"), and amended as of May 1, 2007, is by and between Ameriprise Trust Company, a corporation organized under the laws of the state of Minnesota with its principal place of business at Minneapolis, Minnesota ("Custodian"), and the Corporations and Trusts ("Registrants"), each on behalf of its 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). The Fund and the Custodian are collectively referred to as the "parties." WHEREAS, the Fund desires that its securities and cash be hereafter held and administered by the Custodian pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual agreements herein made, the Fund and the Custodian agree as follows: Section 1. Definitions The word "securities" as used herein shall be construed to include, without being limited to, shares, stocks, treasury stocks, including any stocks of the Fund, notes, bonds, debentures, evidences of indebtedness, options to buy or sell stocks or stock indexes, certificates of interest or participation in any profit-sharing agreements, collateral trust certificates, preorganization certificates or subscriptions, transferable shares, investment contracts, voting trust certificates, certificates of deposit for a security, fractional or undivided interests in oil, gas or other mineral rights, or any certificates of interest or participation in, temporary or interim certificates for, receipts for, guarantees of, or warrants or rights to subscribe to or purchase any of the foregoing, acceptances and other obligations and any evidence of any right or interest in or to any cash, property or assets and any interest or instrument commonly known as a security. In addition, for the purpose of this Agreement, the word "securities" also shall include other instruments in which the Fund may invest including currency forward contracts and commodities such as interest rate or index futures contracts, margin deposits on such contracts or options on such contracts. The words "custodian order" shall mean a request for direction, including a computer printout directed to the Custodian and signed in the name of the Fund on behalf of the Fund by any individual designated in the current certified list referred to in Section 2. The word "facsimile" shall mean an exact copy or likeness, which is electronically transmitted for instant reproduction. Section 2. Names, Titles and Signatures of Authorized Persons The Fund will certify to the Custodian the names and signatures of its present officers and other designated persons authorized on behalf of the Fund to direct the Custodian by custodian order as herein before defined. The Fund agrees that whenever any change occurs in this list it will provide to the Custodian a copy of a resolution certified by the Secretary or an Assistant Secretary of the Fund as having been duly adopted by the Fund's Board of Directors or Trustees (the "Board") or the Executive Committee of the Board designating those persons currently authorized on behalf of the Fund to direct the Custodian by custodian order. Upon the Custodian's receipt of such a certified resolution (to be accompanied by specimen signatures of the designated persons), the persons so designated in such resolution shall constitute the current certified list. The Custodian is authorized to rely and act upon the names and signatures of the individuals as they appear in the most recent list from the Fund which has been delivered to the Custodian as herein above provided. Section 3. Use of Subcustodians The Custodian may make arrangements, where appropriate, with other banks having not less than two million dollars aggregate capital, surplus and undivided profits for the custody of securities or other instruments. Any such bank selected by the Custodian to act as subcustodian shall be deemed to be the agent of the Custodian. The Custodian also may enter into arrangements for the custody of securities entrusted to its care through foreign branches of U.S. banks; through foreign banks, banking institutions or trust companies; through foreign subsidiaries of U.S. banks or bank holding companies; or through foreign securities depositories or clearing agencies (hereinafter also called, collectively, the "Foreign Subcustodian") or indirectly through an agent, established under the first paragraph of this section, if and to the extent permitted by Section 17(f) of the Investment Company Act of 1940 (the "1940 Act") and the rules promulgated by the Securities and Exchange Commission (the "SEC") thereunder, or any "no-action" letter received from the staff of the SEC. To the extent the existing provisions of the Agreement are consistent with the requirements of such section, rules, order or no-action letter, they shall apply to all such foreign custodianships. To the extent such provisions are inconsistent with or additional requirements are established by such section, rules, order or no-action letter, the requirements of such section, rules, order or no-action letter will prevail and the parties will adhere to such requirements; provided, however, in the absence of notification from the Fund of any changes or additions to such requirements, the Custodian shall have no duty or responsibility to inquire as to any such changes or additions. Section 4. Receipt and Disbursement of Money (1) The Custodian shall open and maintain a separate account or accounts in the name of the Fund or cause its agent to open and maintain such account or accounts subject only to checks, drafts or directives by the Custodian pursuant to the terms of this Agreement. The Custodian or its agent shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund. The Custodian or its agent shall make payments of cash to or for the account of the Fund from such cash only: (a) for the purchase of securities for the portfolio of the Fund upon the receipt of such securities by the Custodian or its agent unless otherwise instructed on behalf of the Fund; (b) for the purchase or redemption of shares of capital stock of the Fund; (c) for the payment of interest, dividends, taxes, management fees, or operating expenses (including, without limitation thereto, fees for legal, accounting and auditing services); (d) for payment of distribution fees, commissions, or redemption fees, if any; (e) for payments in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Fund held by, or to be delivered to, the Custodian; (f) for payments in connection with the return of securities loaned by the Fund upon receipt of such securities or the reduction of collateral upon receipt of proper notice; (g) for payments for other proper corporate purposes; or (h) upon the termination of this Agreement. Before making any such payment for the purposes permitted under these items (a), (b), (c), (d), (e), (f) or (g) of paragraph (1) of this section, the Custodian shall receive and may rely upon a custodian order directing such payment and stating that the payment is for such a purpose permitted under these items (a), (b), (c), (d), (e), (f) or (g) or, where appropriate, a trade affirmation report, and that in respect to item (g), a copy of a resolution of the Board or of the Executive Committee signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is made. Notwithstanding the above, for the purposes permitted under items (a) or (f) of paragraph (1) of this section, the Custodian may rely upon a facsimile order. (2) The Custodian is hereby appointed the attorney-in-fact of the Fund to endorse and collect all checks, drafts or other orders for the payment of money received by the Custodian for the account of the Fund and drawn on or to the order of the Funds and to deposit same to the account of the Fund pursuant to this Agreement. Section 5. Receipt of Securities Except as permitted by the second paragraph of this section, the Custodian or its agent shall hold in a separate account or accounts, and physically segregated at all times from those of any other persons, firms or corporations, pursuant to the provisions hereof, all securities received by it for the account of the Fund. The Custodian shall record and maintain a record of all certificate numbers. Securities so received shall be held in the name of the Fund, in the name of an exclusive nominee duly appointed by the Custodian or in bearer form, as appropriate. Subject to such rules, regulations or guidelines as the SEC may adopt, the Custodian may deposit all or any part of the securities owned by the Fund in a "securities depository" which includes any system for the central handling of securities established by a national securities exchange or a national securities association registered with the SEC under the Securities Exchange Act of 1934, or such other person as may be permitted by the SEC, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities. All securities are to be held or disposed of by the Custodian for, and subject at all times to the instructions of, the Fund pursuant to the terms of this Agreement. The Custodian shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such securities, except pursuant to the directive of the Fund and only for the account of the Fund as set forth in Section 6 of this Agreement. Section 6. Transfer, Exchange, and Delivery of Securities The Custodian shall have sole power to release or deliver any securities of the Fund held by it pursuant to this Agreement. The Custodian agrees to transfer, exchange or deliver securities held by it or its agent hereunder only: (a) for sales of such securities for the account of the Fund, upon receipt of payment therefore; (b) when such securities are called, redeemed, retired or otherwise become payable; (c) for examination upon the sale of any such securities in accordance with "street delivery" custom which would include delivery against interim receipts or other proper delivery receipts; (d) in exchange for or upon conversion into other securities alone or other securities and cash whether pursuant to any plan of merger, consolidation, reorganization, recapitalization or readjustment, or otherwise; (e) for the purpose of exchanging interim receipts or temporary certificates for permanent certificates; (f) upon conversion of such securities pursuant to their terms into other securities; (g) upon exercise of subscription, purchase or other similar rights represented by such securities; (h) for loans of such securities by the Fund upon receipt of collateral; or (i) for other proper corporate purposes. As to any deliveries made by the Custodian pursuant to items (a), (b), (c), (d), (e), (f), (g) and (h), securities or cash received in exchange therefore shall be delivered to the Custodian, its agent, or to a securities depository. Before making any such transfer, exchange or delivery, the Custodian shall receive a custodian order or a facsimile from the Fund requesting such transfer, exchange or delivery and stating that it is for a purpose permitted under Section 6, or, where appropriate, a trade affirmation report, (whenever a facsimile is utilized, the Fund will also deliver an original signed custodian order) and, in respect to item (i), a copy of a resolution of the Board or of the Executive Committee of the Board signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the securities, setting forth the purpose for which such payment, transfer, exchange or delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such transfer, exchange or delivery of such securities shall be made. Section 7. Custodian's Acts Without Instructions Unless and until the Custodian receives a contrary custodian order from the Fund, the Custodian shall or shall cause its agent to: (a) present for payment all coupons and other income items held by the Custodian or its agent for the account of the Fund which call for payment upon presentation and hold all cash received by it upon such payment for the account of the Fund; (b) present for payment all securities held by it or its agent which mature or when called, redeemed, retired or otherwise become payable; (c) ascertain all stock dividends, rights and similar securities to be issued with respect to any securities held by the Custodian or its agent hereunder, and to collect and hold for the account of the Fund all such securities; and (d) ascertain all interest and cash dividends to be paid to security holders with respect to any securities held by the Custodian or its agent, and to collect and hold such interest and cash dividends for the account of the Fund. Section 8. Voting and Other Action Neither the Custodian nor any nominee of the Custodian shall vote any of the securities held hereunder by or for the account of the Fund. The Custodian shall promptly deliver to the Fund all notices, proxies and proxy soliciting materials with relation to such securities such proxies to be executed by the registered holder of such securities (if registered otherwise than in the name of the Fund) but without indicating the manner in which such proxies are to be voted. The Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by the Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. Section 9. Transfer Taxes The Fund shall pay or reimburse the Custodian for any transfer taxes payable upon transfers of securities made hereunder, including transfers resulting from the termination of this Agreement. The Custodian shall execute such certificates in connection with securities delivered to it under this Agreement as may be required, under any applicable law or regulation, to exempt from taxation any transfers and/or deliveries of any such securities which may be entitled to such exemption. Section 10. Custodian's Reports The Custodian shall, on behalf of the Fund, furnish the Fund as of the close of business each day a statement showing all transactions and entries for the account of the Fund. The books and records of the Custodian pertaining to its actions as Custodian under this Agreement and securities held hereunder by the Custodian shall be open to inspection and audit by officers of the Fund, internal auditors employed by the Fund's investment adviser, and independent auditors employed by the Fund. The Custodian shall furnish the Fund in such form as may reasonably be requested by the Fund a report, including a list of the securities held by it in custody for the account of the Fund, and identification of any subcustodian and identification of such securities held by such subcustodian, as of the close of business of the last business day of each month, which shall be certified by a duly authorized officer of the Custodian. It is further understood that additional reports may from time to time be requested by the Fund. Should any report ever be filed with any governmental authority pertaining to lost or stolen securities, the Custodian will concurrently provide the Fund with a copy of that report. The Custodian shall furnish such reports on its systems of internal accounting control as the Fund may reasonably request from time to time. The Custodian also shall take such actions to facilitate the work of auditors with respect to compliance with Rule 17f-2 requirements. Section 11. Concerning Custodian For its services hereunder the Custodian shall be paid such compensation as set forth under Schedule B. The Custodian shall not be liable for any action taken in good faith upon any custodian order or facsimile herein described, trade affirmation report, or certified copy of any resolution of the Board or of the Executive Committee of the Board, and may rely on the genuineness of any such document which it may, in good faith, believe to have been validly prepared or executed. The Fund, on behalf of the Fund, agrees to indemnify and hold harmless the Custodian and its nominee from all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) incurred or assessed against it or its nominee in connection with the performance of this Agreement, except such as may arise from the Custodian's or its nominee's own negligent action, negligent failure to act or willful misconduct. The Custodian is authorized to charge any account of the Fund for such items. In the event of any advance of cash for any purpose made by the Custodian resulting from orders or instructions of the Fund, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefore. The Custodian shall maintain a standard of care equivalent to that which would be required of a bailee for hire and shall not be liable for any loss or damage to the Fund resulting from participation in a securities depository unless such loss or damage arises by reason of any negligence, misfeasance, or willful misconduct of officers or employees of the Custodian, or from its failure to enforce effectively such rights as it may have against any securities depository or from use of an agent, unless such loss or damage arises by reason of any negligence, misfeasance, or willful misconduct of officers or employees of the Custodian, or from its failure to enforce effectively such rights as it may have against any agent. Section 12. Termination and Amendment of Agreement The Fund and the Custodian mutually may agree from time to time in writing to amend, to add to, or to delete from, any provision of this Agreement. The Custodian may terminate this Agreement by giving the Fund ninety days' written notice of such termination by registered mail addressed to the Fund at its principal place of business. The Fund may terminate this Agreement at any time by written notice thereof delivered, together with a copy of the resolution of the Board authorizing such termination and certified by the Secretary of the Fund, by registered mail to the Custodian. Upon such termination of this Agreement, assets of the Fund held by the Custodian shall be delivered by the Custodian to a successor custodian, if one has been appointed by the Fund, upon receipt by the Custodian of a copy of the resolution of the Board certified by the Secretary, showing appointment of the successor custodian, and provided that such successor custodian is a bank or trust company, organized under the laws of the United States or of any State of the United States, having not less than two million dollars aggregate capital, surplus and undivided profits. Upon the termination of this Agreement as a part of the transfer of assets, either to a successor custodian or otherwise, the Custodian will deliver securities held by it hereunder, when so authorized and directed by resolution of the Board, to a duly appointed agent of the successor custodian or to the appropriate transfer agents for transfer of registration and delivery as directed. Delivery of assets on termination of this Agreement shall be effected in a reasonable, expeditious and orderly manner; and in order to accomplish an orderly transition from the Custodian to the successor custodian, the Custodian shall continue to act as such under this Agreement as to assets in its possession or control. Termination as to each security shall become effective upon delivery to the successor custodian, its agent, or to a transfer agent for a specific security for the account of the successor custodian, and such delivery shall constitute effective delivery by the Custodian to the successor under this Agreement. In addition to the means of termination herein before authorized, this Agreement may be terminated at any time by the vote of a majority of the outstanding shares of the Fund and after written notice of such action to the Custodian. Section 13. General Nothing expressed or mentioned in or to be implied from any provision of this Agreement is intended to, or shall be construed to give any person or corporation other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any covenant, condition or provision herein contained, this Agreement and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns. This Agreement shall be governed by the laws of the State of Minnesota. This Agreement supersedes all prior agreements between the parties. IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized. RIVERSOURCE BOND SERIES, INC. RIVERSOURCE DIMENSIONS SERIES, INC. RIVERSOURCE EQUITY SERIES, INC. RIVERSOURCE GLOBAL SERIES, INC. RIVERSOURCE GOVERNMENT 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 RETIREMENT SERIES TRUST RIVERSOURCE SECTOR SERIES, INC. RIVERSOURCE SELECTED SERIES, INC. RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC. RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. RIVERSOURCE STRATEGY SERIES, INC. RIVERSOURCE VARIABLE PORTFOLIO - INCOME SERIES, INC. RIVERSOURCE VARIABLE PORTFOLIO - INVESTMENT SERIES, INC. RIVERSOURCE VARIABLE PORTFOLIO - MANAGED SERIES, INC. RIVERSOURCE VARIABLE PORTFOLIO - MANAGERS SERIES, INC. RIVERSOURCE VARIABLE PORTFOLIO - MONEY MARKET SERIES, INC. RIVERSOURCE VARIABLE PORTFOLIO - SELECT SERIES, INC. By: /s/ Patrick T. Bannigan --------------------------------- Patrick T. Bannigan President AMERIPRISE TRUST COMPANY By: /s/ Amy K. Johnson --------------------------------- Amy K. Johnson President SCHEDULE A FUNDS Each Registrant is a Minnesota corporation, except, RiverSource Retirement Series Trust, which is a Massachusetts business trust: RIVERSOURCE BOND SERIES, INC. RiverSource Core Bond Fund RiverSource Floating Rate Fund RiverSource Income Opportunities Fund RiverSource Inflation Protected Securities Fund RiverSource Limited Duration Bond Fund RIVERSOURCE DIMENSIONS SERIES, INC. RiverSource Disciplined Small and Mid Cap Equity Fund RiverSource Disciplined Small Cap Value Fund RIVERSOURCE EQUITY SERIES, INC. RiverSource Mid Cap Growth Fund RIVERSOURCE GLOBAL SERIES, INC. RiverSource Absolute Return Currency and Income Fund RiverSource Global Bond Fund RiverSource Global Technology Fund RiverSource Emerging Markets Bond Fund RiverSource Emerging Markets Fund RiverSource Global Equity Fund RIVERSOURCE GOVERNMENT INCOME SERIES, INC. RiverSource Short Duration U.S. Government Fund RiverSource U.S. Government Mortgage 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 International Aggressive Growth Fund RiverSource International Equity Fund RiverSource International Select Value Fund RiverSource International Small Cap Fund RIVERSOURCE INTERNATIONAL SERIES, INC. RiverSource Disciplined International Equity Fund RiverSource European Equity Fund RiverSource International Opportunity Fund RIVERSOURCE INVESTMENT SERIES, INC. RiverSource Disciplined Large Cap Growth Fund RiverSource Diversified Equity Income Fund RiverSource Mid Cap Value Fund RiverSource Balanced Fund RIVERSOURCE LARGE CAP SERIES, INC. RiverSource Growth Fund RiverSource Large Cap Equity Fund RiverSource Large Cap Value Fund RiverSource Disciplined Equity Fund RIVERSOURCE MANAGERS SERIES, INC. RiverSource Aggressive Growth Fund RiverSource Fundamental Value Fund RiverSource Fundamental Growth Fund RiverSource Select Value Fund RiverSource Small Cap Equity Fund RiverSource Small Cap Value Fund RiverSource Value Fund RIVERSOURCE MARKET ADVANTAGE SERIES, INC. RiverSource Portfolio Builder Conservative Fund* RiverSource Portfolio Builder Moderate Conservative Fund* RiverSource Portfolio Builder Moderate Fund* RiverSource Portfolio Builder Moderate Aggressive Fund* RiverSource Portfolio Builder Aggressive Fund* RiverSource Portfolio Builder Total Equity Fund* RiverSource Small Company Index Fund RiverSource S&P 500 Index Fund RIVERSOURCE MONEY MARKET SERIES, INC. RiverSource Cash Management Fund RIVERSOURCE RETIREMENT SERIES TRUST 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 SECTOR SERIES, INC. RiverSource Dividend Opportunity Fund RiverSource Real Estate Fund RIVERSOURCE SELECTED SERIES, INC. RiverSource Precious Metals Fund RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC. RiverSource Short-Term Cash Fund RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. RiverSource Strategic Allocation Fund RiverSource Strategic Income Allocation Fund RIVERSOURCE STRATEGY SERIES, INC. RiverSource Equity Value Fund RiverSource Small Cap Growth Fund RiverSource Small Cap Advantage Fund RIVERSOURCE VP-INCOME SERIES, INC. RiverSource VP-Core Bond Fund RiverSource VP-Diversified Bond Fund RiverSource VP-Global Bond Fund RiverSource VP-High Yield Bond Fund RiverSource VP-Income Opportunities Fund RiverSource VP-Global Inflation Protected Securities Fund RiverSource VP-Short Duration U.S. Government Fund RIVERSOURCE VP-INVESTMENT SERIES, INC RiverSource VP-Mid Cap Growth Fund RiverSource VP-Growth Fund RiverSource VP-Large Cap Equity Fund RiverSource VP-Large Cap Value Fund RiverSource VP-Mid Cap Value Fund RiverSource VP-S&P 500 Index Fund RiverSource VP-Small Cap Advantage Fund RiverSource VP-Emerging Markets Fund RiverSource VP-International Opportunity Fund RIVERSOURCE VP-MANAGED SERIES, INC. RiverSource VP-Diversified Equity Income Fund RiverSource VP-Balanced Fund RIVERSOURCE VP-MANAGERS SERIES, INC. RiverSource VP-Fundamental Value Fund RiverSource VP-Select Value Fund RiverSource VP-Small Cap Value Fund RIVERSOURCE VP-MONEY MARKET SERIES, INC. RiverSource VP-Cash Management Fund RIVERSOURCE VP-SELECT SERIES, INC. RiverSource VP-Core Equity Fund ---------- * A fund-of-funds. See Addendum A. SCHEDULE B QUARTERLY FEE SCHEDULE 1. Annual Maintenance Charge per $0.05 per $1,000 for assets under Account (Total market value custody, Fund complex-wide and $0.025 inclusive of domestic & per $1,000 for assets under custody, international assets) Fund complex-wide over $100 billion(1) Minimum per portfolio per quarter $1,000.00 2. Transaction Charges (only for transactions settled by the Custodian) Debt/Equity Issue $15.00 per transaction Short Term (physical) $40.00 per transaction Short Term (Book Entry) $15.00 per transaction Position Charges (Corporate $15.00 per transaction Action, Calls and Principal Reductions) 3. Securities Loan: a. Receive/Deliver $15.00 per transaction b. Physical Receive/Deliver $15.00 per transaction c. Exchange Collateral $15.00 per transaction Options $15.00 per transaction Futures - Movement of Margin Collateral $15.00 per transaction Futures Wires - To Brokers $6.50 per transaction Futures Wires - From Brokers $4.00 per transaction Futures Recording of Markings $3.00 per transaction Index Funds - All Long Term Transactions $10.00 per transaction A transaction consists of the receipt or withdrawal of securities and short term and/or change in the security position 4. Out-of Pocket Charges - included Postage but not limited to : Wire Charges Telephone Transfer Fees Insurance Attorney's Fees Courier Service BONY Sub-Custody Fees
---------- (1) The calculation of complex-wide assets under custody to determine the Annual Maintenance Charge shall exclude of assets of RiverSource Funds invested in bank loans held in custody with The Bank of New York, sub-custodian. ADDENDUM A RIVERSOURCE FUNDS' INVESTMENT IN OTHER RIVERSOURCE FUNDS Each Fund-of-Funds (noted on Schedule A) that invests in underlying RiverSource funds and any other Fund listed in Schedule A that invests a portion of its assets in RiverSource Short-Term Cash Fund agree that the Custodian is entitled to rely upon RiverSource Service Corporation, the Funds' transfer agent, which shall maintain in book-entry form, on behalf of the Custodian, a record of the shares of RiverSource Fund held by the Funds, and to delegate to RiverSource Service Corporation responsibility for reporting to the Fund.