PLAN OF DISTRIBUTION AND
AGREEMENT OF DISTRIBUTION
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
effective April _____, 2009, (together "Plan and Agreement"), is by and between
RiverSource Fund Distributors, Inc. ("RiverSource Fund Distributors" or the
"Distributor"), a Delaware corporation, principle underwriter of RiverSource
Variable Series Trust and ▇▇▇▇▇▇▇▇ Portfolios, Inc. pursuant to a separate
distribution agreement ("Distribution Agreement"), for distribution services to
the funds, and RiverSource Variable Series Trust, a Massachusetts business
trust, and ▇▇▇▇▇▇▇▇ Portfolios, Inc., a Maryland corporation ("Registrant" or
"Registrants"), on behalf of their underlying series, listed in Schedule A (each
a "fund" and collectively the "funds"). 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 Trustees (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.
1. Reimbursement Plan
1.1 The Fund will reimburse the Distributor for various costs paid and
accrued in connection with the distribution of the Funds' shares and
the servicing of owners of the Funds through variable life insurance
or annuity contracts, pursuant to Schedule A.
2. Services Provided and Expenses Borne by Distributor
2.1 RiverSource Fund Distributors shall provide distribution and
underwriting services and shall bear all distribution related
expenses to the extent specified in the Distribution Agreement.
2.2 Each Fund recognizes and agrees that RiverSource Fund Distributors
may offer the Funds' shares to one or more affiliated or
unaffiliated life insurance companies ("Life Companies") for
purchase on behalf of certain of their separate accounts for the
purpose of funding variable life insurance contracts or variable
annuity contracts or both (collectively referred to as "Variable
Contracts") and may compensate such Life Companies for providing
services to Variable Contract owners or in connection with the
distribution of Fund shares.
3. Services
3.1 The Funds shall reimburse RiverSource Fund Distributors at a rate
not to exceed the rate set forth in Schedule A as partial
consideration for the services it provides that are intended to
benefit the Variable Contract owners and not the Life Companies'
separate accounts that legally own the shares. Such services may
include printing and mailing
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prospectuses, Statements of Additional Information, supplements, and
reports to existing and prospective Variable Contract owners;
preparation and distribution of advertisement, sales literature,
brokers' materials and promotional materials relating to the Funds;
presentation of seminars and sales meetings describing or relating
to the Funds; training sales personnel regarding the Funds;
compensation of sales personnel for sale of the Funds' shares;
compensation of sales personnel for assisting Life Companies or
Variable Contract owners with respect to the Funds' shares; overhead
of RiverSource Fund Distributors and its affiliates appropriately
allocated to the promotion of sale of the Funds' shares; and any
other activity primarily intended to result in the sale of the
Funds' shares, including payments to Life Companies.
4. Reports
4.1 RiverSource Fund Distributors shall provide all information relevant
and necessary for the Board to make informed determinations about
whether each of the Plan and Agreement should be continued and
shall: submit quarterly a report that sets out the expenses paid or
accrued by it, the names of the Life Companies to whom the Funds'
shares are sold, and the payments made to each Life Company that has
been reimbursed; use its best efforts to monitor the level and
quality of services provided by it and each Life Company to which
payment is made and to assure that in each case legitimate services
are rendered in return for the reimbursement pursuant to the Plan
and Agreement; and meet with the Funds' representatives, as
reasonably requested, to provide additional information.
5. Miscellaneous
5.1 RiverSource Fund Distributors represents that it will provide full
disclosure of the Funds' 12b-1 Plan and Agreement in the Funds'
prospectus.
5.2 All payments by RiverSource Fund Distributors to Life Companies
shall be made pursuant to a written agreement. The written agreement
shall: require disclosure of the fees in accordance with applicable
laws; provide for termination at any time without penalty as
required by Rule 12b-1; and continue so long as its continuance is
done in accordance with the requirements of Rule 12b-1.
5.3 The Funds represent 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.
5.4 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.
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5.5 This Plan and Agreement shall be governed by the laws of the State
of Minnesota.
5.6 For Each Fund that is organized as a Massachusetts Business Trust. A
copy of the Declaration of Trust, together with all amendments, is
on file in the office of the Secretary of State of the Commonwealth
of Massachusetts. The execution and delivery of this Agreement has
been authorized by the Trustees and the Agreement has been signed by
an authorized officer of the Fund. It is expressly agreed that the
obligations of the Fund under this Agreement shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents
or employees of the Fund, personally, but bind only the assets and
property of the Fund, as provided in the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing Agreement as
of the day and year first above written.
RIVERSOURCE VARIABLE SERIES TRUST
▇▇▇▇▇▇▇▇ PORTFOLIOS, INC.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
RIVERSOURCE FUND DISTRIBUTORS, INC.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board and Chief Executive Officer
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SCHEDULE A
RiverSource Variable Series Trust is a Massachusetts business trust and ▇▇▇▇▇▇▇▇
Portfolios, Inc. is a Maryland corporation.
FUNDS
Payments under the Plan shall be made within five (5) business days after the
last day of each month. At the end of each calendar year, RiverSource Fund
Distributors 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.
For the following Funds, the maximum fee for services under this Plan shall be
the lesser of the amount of expenses eligible for reimbursement or, on an annual
basis an amount equal to 0.125% of its daily net assets:
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 - Balanced Fund
RiverSource Variable Portfolio - Cash Management Fund
RiverSource Variable Portfolio - Diversified Bond Fund
RiverSource Variable Portfolio - Diversified Equity Income Fund
RiverSource Variable Portfolio - Dynamic Equity 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 - Mid Cap Growth Fund
RiverSource Variable Portfolio - Mid Cap Value Fund
RiverSource Variable Portfolio - S&P 500 Index Fund
RiverSource Variable Portfolio - Short Duration U.S. Government Fund
▇▇▇▇▇▇▇▇ Variable Portfolio - Growth Fund
▇▇▇▇▇▇▇▇ Variable Portfolio - Large Cap Value Fund
▇▇▇▇▇▇▇▇ Variable Portfolio - Smaller Cap Value Fund
Threadneedle Variable Portfolio - Emerging Markets Fund
Threadneedle Variable Portfolio - International Opportunity Fund
For the following Funds, the maximum fee for services under this Plan shall be
the lesser of the amount of expenses eligible for reimbursement or, on an annual
basis an amount equal to 0.25% of its daily net assets:
Disciplined Asset Allocation Portfolios - Aggressive
Disciplined Asset Allocation Portfolios - Conservative
Disciplined Asset Allocation Portfolios - Moderate
Disciplined Asset Allocation Portfolios - Moderately Aggressive
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Disciplined Asset Allocation Portfolios - Moderately Conservative
▇▇▇▇▇▇▇▇ Capital Portfolio (Class 2)
▇▇▇▇▇▇▇▇ Communications and Information Portfolio (Class R2)
▇▇▇▇▇▇▇▇ Global Technology Portfolio (Class 2)
▇▇▇▇▇▇▇▇ Large-Cap Value Portfolio (Class 2)
▇▇▇▇▇▇▇▇ Smaller-Cap Value Portfolio (Class 2)