PLAN AND AGREEMENT OF DISTRIBUTION
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
dated January 1, 2007 (together "Plan and Agreement"), is by and between
RiverSource Distributors, Inc. ("RiverSource Distributors"), a Delaware
corporation, and the Corporations ("Registrants"), each on behalf of its
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 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 provisions in this Plan and Agreement relating
to the Plan, restate the Plan, which was previously approved by the Board
effective May 1, 2006.
1. Reimbursement Plan
1.1 The Fund will reimburse RiverSource Distributors 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 the servicing of
owners of the Funds through variable life insurance or annuity
contracts.
1.2 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 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.
2. Services Provided and Expenses Borne by Distributor
2.1 RiverSource Distributors shall provide distribution and underwriting
services and shall bear all distribution related expenses to the
extent specificed in the Distribution Agreement.
2.2 Each Fund recognizes and agrees that RiverSource 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 Distributors at a rate not to
exceed the rate set forth in Section 1 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 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 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 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 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 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.
5.5 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.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
RIVERSOURCE DISTRIBUTORS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
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