PLAN AND AGREEMENT OF DISTRIBUTION
AMENDED AND RESTATED
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
dated May 1, 2006 (together "Plan and Agreement"), is by and between IDS Life
Insurance Company ("IDS Life") and the Corporations ("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 Plan and Agreement are separate and each has been approved by members of
the Board of Directors (the "Board") of the Funds who are not interested
persons of the Funds and have no direct or indirect financial interest in the
operation of the Plan and Agreement, or any related agreement, and all of the
members of the Board, in person, at a meeting called for the purpose of voting
on the Plan and Agreement.
The Plan and Agreement provide that:
1. IDS Life will purchase the Funds' shares on behalf of its separate
accounts and the separate accounts of its affiliated life insurance
companies established for the purpose of funding variable life
insurance, annuity contracts or both (collectively referred to as
"Variable Contracts"). Additionally, IDS Life may offer the Funds'
shares to one or more unaffiliated life insurance companies
("Unaffiliated Life Companies") for purchase on behalf of certain of
their separate accounts established for the purpose of funding
Variable Contracts.
2. The Fund will reimburse IDS Life up to 0.125% of its daily net assets
for various costs paid and accrued in connection with the
distribution of the Funds' shares and for services provided to
existing and prospective Variable Contract owners. Payments under the
Plan are based on budgeted expenses and shall be made within five (5)
business days after the last day of each month. At the end of each
calendar year, IDS Life shall furnish a declaration setting out the
actual expenses it has paid and accrued. Any money that has been paid
in excess of the amount of these expenses shall be returned to the
Funds.
3. IDS Life represents that the money paid by the Funds will benefit the
Variable Contract owners and not the separate accounts that legally
own the shares and be for the following:
(a) Printing and mailing prospectuses, Statements of Additional
Information, supplements, and reports to existing and
prospective Variable Contract owners;
(b) Preparation and distribution of advertisement, sales literature,
brokers' materials and promotional materials relating to the
Funds;
(c) Presentation of seminars and sales meetings describing or
relating to the Funds;
(d) Training sales personnel regarding the Funds;
(e) Compensation of sales personnel for sale of the Funds' shares;
(f) Compensation of sales personnel for assisting Variable Contract
owners with respect to the Funds' shares;
(g) Overhead of IDS Life and its affiliates appropriately allocated
to the promotion of sale of the Funds' shares; and
(h) Any activity primarily intended to result in the sale of the
Funds' shares, including payments to Unaffiliated Life
Companies.
4. IDS Life shall provide all information relevant and necessary for the
Board of Directors ("Board") to make informed determinations about
whether each of the Plan and Agreement should be continued and shall:
(a) submit quarterly a report that sets out the expenses paid or
accrued by it, the names of the Unaffiliated Life Companies to
whom the Funds' shares are sold, and the payments made to each
Unaffiliated Life Company that has been reimbursed;
(b) monitor the level and quality of services provided by it and all
affiliated companies and will use its best efforts to assure
that in each case legitimate services are rendered in return for
the reimbursement pursuant to the Plan and Agreement; and
(c) meet with the Funds' representatives, as reasonably requested,
to provide additional information.
5. IDS Life represents that it and all affiliated insurance company
sponsors will provide full disclosure of the Funds' 12b-1 Plan and
Agreement in the prospectus for any separate account investing in the
Funds and will clearly communicate the combined effect of all fees
and costs, including the reimbursement under the 12b-1 Plan and
Agreement, imposed by the separate account and the Funds in
accordance with applicable laws.
6. All payments by IDS Life to Unaffiliated Life Companies shall be made
pursuant to a written agreement ("Related Agreement"). All such
written agreements will be in a form approved by a majority of the
Funds' independent members of the Board and the Board as a whole
before it shall be used. The Related Agreement shall:
(a) require full disclosure of the combined effect of all fees and
charges in accordance with applicable laws;
(b) provide for termination at any time without penalty as required
by Rule 12b-1; and
(c) continue so long as its continuance is done in accordance with
the requirements of Rule 12b-1.
7. The Portfolio represents that the Plan and the Agreement has been
approved as required by Rule 12b-1 and may continue for more than one
year so long as it is continued as required by Rule 12b-1. The Plan
shall continue until terminated by action of the members of the
Funds' Board who are not interested persons of the Funds and have no
direct or indirect financial interest in the operations of the Plan,
and the related Agreement will terminate automatically in the event
of an assignment as that term is defined in the Investment Company
Act of 1940.
8. Neither the Plan nor the Agreement may be amended to materially
increase the amount of the payments without the approval of the
outstanding voting securities.
9. This Plan and Agreement shall be governed by the laws of the State of
Minnesota.
IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement
as of the day and year first above written.
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.
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Vice President
IDS LIFE INSURANCE COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Director and Executive Vice President - Annuities
SCHEDULE A
FUNDS
Each a Minnesota corporation:
RIVERSOURCE 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
RIVERSOURCE 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 - S&P 500 Index Fund
RiverSource Variable Portfolio - Small Cap Advantage Fund
RIVERSOURCE VARIABLE PORTFOLIO - MANAGED SERIES, INC.
RiverSource Variable Portfolio - Balanced Fund
RiverSource Variable Portfolio - Diversified Equity Income Fund
RIVERSOURCE VARIABLE PORTFOLIO - MANAGERS SERIES, INC.
RiverSource Variable Portfolio - Fundamental Value Fund
RiverSource Variable Portfolio - Select Value Fund
RiverSource Variable Portfolio - Small Cap Value Fund
RIVERSOURCE VARIABLE PORTFOLIO - MONEY MARKET SERIES, INC.
RiverSource Variable Portfolio - Cash Management Fund