RIVERSOURCE VARIABLE PORTFOLIO FUNDS
SERVICE AGREEMENT
BY AND BETWEEN
RIVERSOURCE DISTRIBUTORS, INC.
AND
RIVERSOURCE LIFE INSURANCE COMPANY
This Service Agreement ("Agreement") is being entered into as of the
1st day of January, 2007 between RiverSource Distributors, Inc.,
("Distributor") in respect of the RiverSource Variable Portfolio Funds
("Fund") set forth on Schedule A hereto for which it serves as the principal
underwriter and RiverSource Life Insurance Company ("Life Company"). In
consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. Pursuant to the terms of this Agreement, the Life Company, itself,
or through its affiliates (which may include the Distributor), will provide
distribution and shareholder services that are primarily intended to assist
in the promotion, distribution or account servicing of Fund shares for the
benefit of Life Company's clients who own or are considering the purchase of
Life Company's variable annuity contracts and variable life insurance
policies ("Variable Contracts") under which the Funds are available as
underlying investment options. These services shall include, but are not
limited to, the following functions:
o printing and mailing the Funds' prospectuses, Statements of
Additional Information, supplements, and reports to existing and
prospective Variable Contract owners;
o if required by law, forwarding shareholder communications from
the Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and
tax notices) to Variable Contract owners;
o preparation and distribution of advertisement, sales literature,
brokers' materials and promotional materials relating to the
Funds;
o presentation of seminars and sales meetings describing or
relating to the Funds; training sales personnel of regarding the
Funds;
o compensation of sales personnel related to the distribution of
Variable Contracts through which the Funds are available as
underlying investment options;
o compensation of sales personnel for assisting Variable Contract
owners with respect to investment in the Funds' shares available
as underlying investment options;
Page 1 of 3
o providing office space, equipment, telephone facilities and
various personnel, including clerical, supervisory and computer
personnel, as necessary or beneficial to establish and maintain
shareholder accounts and records; and
o providing such other similar services as Distributor may
reasonably request to the extent Life Company itself, or through
an affiliate, is permitted to do so under applicable statutes,
rules or regulations.
2. To compensate Life Company for the services it provides and the
expenses it bears hereunder, the Distributor will, on behalf of each Fund
listed on Schedule A, pay Life Company a fee accrued daily and paid promptly
after the last day of each calendar month, at the applicable annual rate set
forth on Schedule A of the average daily net assets of the Shares of such
Funds listed on such Schedule A (computed in the manner specified in the
Fund's registration statement, as the same is in effect from time to time,
in connection with the computation of the net asset value of Shares for
purposes of purchases and redemptions) and held through Life Company's
separate accounts on behalf of owners of Life Company's Variable Contracts.
The Life Company may enter into arrangements with its affiliates and
may retain such other financial institutions or other intermediaries as it
deems necessary to aid it in the provision of the shareholder support
services required to be provided hereunder, and in connection with any such
retention may compensate such financial institutions or other intermediaries
as it deems appropriate. In no event, however, will the Distributor have any
liability for payment of the Service Fee to any person other than the Life
Company.
If this Agreement is terminated as of any date not the last day of a
calendar month, then the fee payable to the Life Company shall be paid
promptly after such date of termination.
3. This Agreement shall continue in effect for one year from the date
of its execution, and thereafter for successive periods of one year if this
Agreement is continued in accordance with the terms and conditions of the
Funds' 12b-1 Plan and Agreement of Distribution ("Plan"). This Agreement is
terminable, without penalty, at any time by the Distributor or by the Life
Company upon notice to the Distributor. This Agreement shall terminate
automatically if (i) the Board of Directors of the Funds terminate the
Funds' 12b-1 Plan, or (ii) the Funds terminate their 12b-1 Distribution
Agreement with Distributor.
4. Any agreement entered into by the Life Company with an affiliate,
another financial institution or other intermediary pursuant to this
Agreement shall be in writing and shall be subject to termination as
provided in Section 3.
5. This Agreement may be amended at any time (including for the
purpose of making modifications to Schedule A hereto) by a written
instrument executed by Life Company and the Distributor; provided that such
amendment shall be submitted to the Minnesota Commerce Department pursuant
to Minnesota Statutes Section 60D.
Page 2 of 3
6. Life Company shall provide Distributor with such information and
reports as shall reasonably be requested by the Distributor or the Fund's
Board of Directors with respect to the Rule 12b-1 fees paid by the
Distributor to the Life Company pursuant to the Plan.
7. This Agreement shall be governed by the laws of the State of
Minnesota and is not assignable by the parties.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly
authorized representative as of the date first written above.
RiverSource Distributors, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: CEO
RiverSource Life Insurance Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
SCHEDULE A
ANNUAL RATE
RIVERSOURCE VARIABLE PORTFOLIO-INCOME SERIES, INC. 0.125%
RIVERSOURCE VARIABLE PORTFOLIO-INVESTMENT SERIES, INC. 0.125%
RIVERSOURCE VARIABLE PORTFOLIO-MANAGED SERIES, INC. 0.125%
RIVERSOURCE VARIABLE PORTFOLIO-MANAGERS SERIES, INC. 0.125%
RIVERSOURCE VARIABLE PORTFOLIO-MONEY MARKET SERIES, INC. 0.125%
Page 3 of 3