RiverSource Variable Series Trust
Xxxxxxxx Portfolios, Inc.
PLAN OF DISTRIBUTION AND
AGREEMENT OF DISTRIBUTION
AMENDED AND RESTATED
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
effective May 1, 2009, amended and restated ____________, 2010 (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 Xxxxxxxx
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 Xxxxxxxx Portfolios, Inc., a
Maryland corporation ("Registrant" or "Registrants"), on behalf of their
underlying series (each a "fund" and collectively the "funds") and share
classes, 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 or 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, as set forth in the fee schedule included in
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
RiverSource Variable Series Trust
Xxxxxxxx Portfolios, Inc.
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 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
RiverSource Variable Series Trust
Xxxxxxxx Portfolios, Inc.
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.
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
XXXXXXXX PORTFOLIOS, INC.
-------------------------------------
Xxxxxxx X. Xxxxxxxx
President
RIVERSOURCE FUND DISTRIBUTORS, INC.
-------------------------------------
Xxxxxxx X. Xxxxxxxx
Chairman of the Board and Chief
Executive Officer
RiverSource Variable Series Trust
Xxxxxxxx Portfolios, Inc.
SCHEDULE A
RiverSource Variable Series Trust is a Massachusetts business trust and Xxxxxxxx
Portfolios, Inc. is a Maryland corporation.
CLASSES
---------------------------
FUNDS CLASS 2 CLASS 3 CLASS 4
----- ------- ------- -------
RIVERSOURCE VARIABLE SERIES TRUST
Disciplined Asset Allocation Portfolios - Aggressive Class 2* -- --
Disciplined Asset Allocation Portfolios - Conservative Class 2* -- --
Disciplined Asset Allocation Portfolios - Moderate Class 2* -- --
Disciplined Asset Allocation Portfolios - Moderately Aggressive Class 2* -- --
Disciplined Asset Allocation Portfolios - Moderately Conservative Class 2* -- --
RiverSource Variable Portfolio - Balanced Fund -- Class 3 --
RiverSource Variable Portfolio - Cash Management Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Diversified Bond Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Diversified Equity Income Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Dynamic Equity Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Global Bond Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Global Inflation Protected Securities
Fund Class 2 Class 3 --
RiverSource Variable Portfolio - High Yield Bond Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Income Opportunities Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Limited Duration Bond Fund Class 2 -- --
RiverSource Variable Portfolio - Mid Cap Growth Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Mid Cap Value Fund Class 2 Class 3 --
RiverSource Variable Portfolio - S&P 500 Index Fund -- Class 3 --
RiverSource Variable Portfolio - Short Duration U.S. Government Fund Class 2 Class 3 --
RiverSource Variable Portfolio - Strategic Income Fund Class 2 -- --
Xxxxxxxx Variable Portfolio - Growth Fund Class 2 Class 3 --
Xxxxxxxx Variable Portfolio - Large Cap Value Fund Class 2 Class 3 --
Xxxxxxxx Variable Portfolio - Smaller Cap Value Fund Class 2 Class 3 --
Threadneedle Variable Portfolio - Emerging Markets Fund Class 2 Class 3 --
Threadneedle Variable Portfolio - International Opportunity Fund Class 2 Class 3 --
Variable Portfolio - Aggressive Portfolio Class 2 -- Class 4
Variable Portfolio - Conservative Portfolio Class 2 -- Class 4
Variable Portfolio - Moderate Portfolio Class 2 -- Class 4
Variable Portfolio - Moderately Aggressive Portfolio Class 2 -- Class 4
Variable Portfolio - Moderately Conservative Portfolio Class 2 -- Class 4
Variable Portfolio - AllianceBernstein International Value Fund Class 2 -- --
Variable Portfolio - American Century Diversified Bond Fund Class 2 -- --
Variable Portfolio - American Century Growth Fund Class 2 -- --
Variable Portfolio - Xxxxx New York Venture Fund Class 2 -- --
Variable Portfolio - Xxxxx Xxxxx Floating-Rate Income Fund Class 2 -- --
Variable Portfolio - Xxxxxxx Sachs Mid Cap Value Fund Class 2 -- --
Variable Portfolio - Invesco International Growth Fund Class 2 -- --
Variable Portfolio - X.X. Xxxxxx Core Bond Fund Class 2 -- --
Variable Portfolio - Xxxxxxxx Mid Cap Growth Fund Class 2 -- --
Variable Portfolio - MFS Value Fund Class 2 -- --
Variable Portfolio - Xxxxxxx Growth Fund Class 2 -- --
Variable Portfolio - Mondrian International Small Cap Fund Class 2 -- --
Variable Portfolio - Xxxxxx Xxxxxxx Global Real Estate Fund Class 2 -- --
Variable Portfolio - NFJ Dividend Value Fund Class 2 -- --
Variable Portfolio - Partners Small Cap Growth Fund Class 2 -- --
Variable Portfolio - Partners Small Cap Value Fund Class 2 -- --
Variable Portfolio - PIMCO Mortgage-Backed Securities Fund Class 2 -- --
RiverSource Variable Series Trust
Xxxxxxxx Portfolios, Inc.
CLASSES
---------------------------
FUNDS CLASS 2 CLASS 3 CLASS 4
----- ------- ------- -------
Variable Portfolio - Pyramis International Equity Fund Class 2 -- --
Variable Portfolio - UBS Large Cap Growth Fund Class 2 -- --
Variable Portfolio - U.S.Equity Fund Class 2 -- --
Variable Portfolio - International Fund Class 2 -- --
Variable Portfolio - Xxxxx Fargo Short Duration Government Fund Class 2 -- --
XXXXXXXX PORTFOLIOS, INC.
Xxxxxxxx Capital Portfolio Class 2 -- --
Xxxxxxxx Communications and Information Portfolio Class 2 -- --
Xxxxxxxx Global Technology Portfolio Class 2 -- --
Xxxxxxxx Large-Cap Value Portfolio Class 2 -- --
Xxxxxxxx Smaller-Cap Value Portfolio Class 2 -- --
* The single class of shares of Disciplined Asset Allocation Portfolios -
Aggressive, Disciplined Asset Allocation Portfolios - Conservative,
Disciplined Asset Allocation Portfolios - Moderate, Disciplined Asset
Allocation Portfolios - Moderately Aggressive and Disciplined Asset
Allocation Portfolios - Moderately Conservative for the purposes of this
Agreement is referred to as Class 2 shares.
FEE SCHEDULE
The maximum fee for services under this Plan and Agreement shall be the lesser
of the amount of expenses eligible for reimbursement (including any unreimbursed
expenses) or a rate equal on an annual basis to the following percentage of the
average daily net assets of the Fund attributable to the applicable class:
CLASS FEE
----- -----
Class 2 0.25%
Class 3 0.125%
Class 4 0.25%
Payments under the Plan and Agreement 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.
