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MANAGEMENT, SERVICE & MARKETING SUPPORT AGREEMENT
BY AND BETWEEN
RIVERSOURCE INVESTMENTS, LLC
RIVERSOURCE SERVICE CORPORATION
AND
RIVERSOURCE LIFE INSURANCE COMPANY
This Management, Service, and Marketing Support Agreement (the
"Agreement") is
made and entered into as of January 1, 2007 by and between
RiverSource
Investments, LLC ("RiverSource Investments"), a Minnesota limited
liability
company, RiverSource Service Corporation ("RiverSource Service
Corporation"),
a Minnesota corporation, and RiverSource Life Insurance Company
("RSLIC"), a
Minnesota corporation.
WHEREAS, RiverSource Variable Portfolio - Income Series, Inc.,
RiverSource Variable Portfolio - Investment Series, Inc.,
RiverSource Variable
Portfolio - Managed Series, Inc., RiverSource Variable Portfolio -
Money
Market Series, Inc., and RiverSource Variable Portfolio - Partners
Series Inc.
(each, a "Registrant") have contracted with (1) RiverSource
Investments to
provide investment management and related services to each Fund or
Funds
underlying the Registrant ("Funds") and (2) RiverSource Service
Corporation to
provide transfer agency and shareholder services to contract owners
and policy
holders of the variable contracts with sub-accounts investing in
the Funds;
and
WHEREAS, RiverSource Variable Portfolio - Select Series, Inc.,
(a
"Registrant") has contracted with RiverSource Investments to
provide
investment management related services to the Funds and transfer
agency and
shareholder services to contract owners and policy holders of the
variable
contracts with sub-accounts investing in the Funds; and
WHEREAS, the Funds are made available primarily as investment
options
underlying variable annuity and variable life insurance contracts
offered by
RSLIC and its subsidiaries; and
WHEREAS, RiverSource Service Corporation desires that RSLIC
provide
certain services in connection with the servicing of contract
owners and
policy holders who own Funds through the variable contracts offered
by RSLIC;
and
WHEREAS, RiverSource Investments desires that RSLIC provide
certain
services in connection with the servicing of contract owners and
policy
holders who own Funds and further desires to pay from its own
resources
financial support to RSLIC to help promote, and support the offer,
sale, and
servicing of shares of the Funds offered through some or all of
RSLIC's
variable contracts and, with respect to RiverSource Variable
Portfolio -
Select Services, Inc., RiverSource Investments desires that RSLIC
provide
certain services in connection with the
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servicing of contract owners and policy holders who own Funds
through the
variable contracts offered by RSLIC; and
NOW THEREFORE, in consideration of their mutual promises, the
parties
agree as follows:
DUTIES OF RIVERSOURCE LIFE INSURANCE COMPANY
Section 1.01. With respect to transfer agency and shareholder
servicing, RSLIC
will provide the following services:
(1)
Sub-Account
Transactions. Upon the request of a variable contract
owner or policy holder, purchases, redemptions, exchanges and
transfers of units representing interest in Fund shares
("units"),
other permissible legal action, with respect to units, shall be
processed in a timely fashion, in accordance with the terms of
the
variable contract and related prospectus.
(2)
Communication
with Transfer Agent. RSLIC will process variable
contract and policy holder requests with respect to units and
communicate with the Transfer Agent net transactions in shares
for
the Fund.
(3)
Lost or Stolen
Checks. RSLIC will replace lost or stolen checks
issued to variable contract owners and policy holders upon
receipt
of proper notification.
(4) Valuation Adjustments
(as-of-costs) to Unit Value. RSLIC will
calculate and process valuation adjustments for variable
contract
owners and policy holders.
(5)
Contract Owner
List Maintenance. RSLIC shall maintain all variable
contract owner and policy holder accounts, which shall contain
all
required tax, legally imposed and regulatory information; shall
prepare shareholder mailing lists; shall cause to be delivered
all
required
prospectuses, annual reports, semiannual reports,
statements of additional information (upon request), proxies
and
other communications.
(6)
Contract Owner
Reporting; Statements and Confirmations. RSLIC
shall
confirm each transaction either at the time of the
transaction or through periodic reports as may be legally
permitted.
(7)
Compliance
Controls and Support. RSLIC will provide adequate
oversight of applicable rules and regulations affecting the
units
and the variable contracts.
Section 1.02. With respect to the promotion and support of the
offer, sale,
and servicing of Fund shares, RSLIC will provide the following
services:
(1)
Provide general
Fund management services including development,
pricing and marketing.
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(2)
Permit marketing
and/or educational personnel to meet with RSLIC's
registered representatives and/or other applicable personnel
for
the purpose of informing and explaining the features and
characteristics of the Funds and the benefits and risks of
investments in the Funds.
(3)
Permit marketing
and educational materials regarding the Funds to
RSLIC's registered representatives and/or other applicable
personnel.
(4)
Regularly
include information about the Funds in internal sales
communications for RSLIC's registered representatives and/or
other
applicable personnel.
(5)
Assign
registered representatives to each Fund shareholder account
in RSLIC's records and reassign such account should a
registered
representative assigned to such account leave RSLIC's firm.
(6)
List all Funds
on RSLIC's product list and provide adequate
opportunities to provide information to RSLIC for its
conducting
of due diligence on the Funds for their inclusion in any of
RSLIC's "approved" or "preferred" (or similar) lists of
investment
vehicles.
(7)
Permit
participation in marketing and educational events for
RSLIC's registered representatives and/or other applicable
personnel regarding the Funds.
(8)
Perform other
marketing support, educational services and
activities and shareholder servicing activities, as determined
by
RSLIC either in its sole discretion or in consultation with
RiverSource Investments.
Section 1.03. Ownership and Confidentiality of Records.
(1)
The parties
agree that all records prepared or maintained by them
relating to the services to be performed by them under the
terms
of this Agreement are the property of the Funds and may be
inspected by the Funds or any person retained by the Funds at
reasonable times. The Funds and the parties agree to protect
the
confidentiality of those records.
(2)
Regulation
S-P.
(a) In
accordance with Regulation S-P of the Securities and
Exchange Commission, "Nonpublic Personal Information"
includes (i) all personally identifiable financial
information; (ii) any list, description, or other grouping
of consumers (and publicly available information pertaining
to them) that is derived using any personally identifiable
financ
