DISTRIBUTION AGREEMENT
AMENDED AND RESTATED
This Distribution Agreement ("Agreement"), effective as of May 1, 2006,
amended and restated as of September 14, 2006, is by and between IDS Life
Insurance Company ("Distributor"), a Minnesota corporation, and the
corporations listed in Schedule A, each on behalf of their underlying series
(each a "Fund" and collectively the "Funds"). The terms "Fund" or "Funds"
are used to refer to the corporation and the underlying series as the
context requires.
Part One: APPOINTMENT OF DISTRIBUTOR
(1) The Fund covenants and agrees that, during the term of this Agreement
and any renewal or extension, Distributor shall have the right to act
as principal underwriter for the Fund and to offer for sale and to
distribute any and all shares of each class of capital stock issued or
to be issued by the Fund, upon the terms described herein and in the
Fund's prospectus and statement of additional information
("prospectus") included in the Fund's registration statement most
recently filed with the Securities and Exchange Commission ("SEC") and
effective under the Securities Act of 1933 ("1933 Act") and the
Investment Company Act of 1940 ("1940 Act"), or as the Fund's
prospectus may otherwise be amended or supplemented and filed with the
SEC pursuant to Rule 497 of the 1933 Act.
The right to act as principal underwriter will not apply:
(a) to transactions in connection with the merger or consolidation of
any other investment company or personal holding company with the
Fund or the acquisition by purchase or otherwise of all (or
substantially all) the assets or the outstanding shares of any such
company by the Fund; or
(b) pursuant to reinvestment of dividends or capital gains
distributions.
(2) Distributor hereby covenants and agrees to act as the principal
underwriter of each class of capital shares issued and to be issued by
the Fund during the period of this Agreement and agrees to offer for
sale such shares as long as such shares remain available for sale,
unless Distributor is unable or unwilling to make such offer for sale
or sales or solicitations therefore legally because of any federal,
state, provincial or governmental law, rule or agency or for any
financial reason. Distributor agrees to devote reasonable time and
effort to effect sales of shares of the Fund but is not obligated to
sell any specific number of shares. It is understood that Distributor
may act as principal underwriter for other entities including
registered investment companies.
(3) Distributor is authorized to enter into separate written agreements
regarding the sale of shares of the Fund, on terms and conditions
consistent with this Agreement, the Plan and Agreement of Distribution
(the "12b-1 Plan"), the order under Section 6(c) of the 1940 Act
granting the Funds certain exemptions from the provisions of Sections
9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b) and
6e-3T(b)(15) under the 1940 Act (SEC Release No. 26495, July 9,
2004)(the "Mixed and Shared Funding Exemptive Order") and the
Application for the Mixed and Shared Funding Exemptive Order (SEC
Release No. 26468, June 16, 2004) with
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affiliated and unaffiliated insurance companies that have separate
accounts allocated for investment in the Fund, with their affiliated
broker-dealers and with shareholders eligible to purchase shares of the
Fund pursuant to applicable Internal Revenue Code provisions and the
terms of the Mixed and Shared Funding Exemptive Order ("Participation
Agreements") and with broker-dealers with respect to sales to eligible
shareholders ("Selling Agreements"). The Fund will not pay any
compensation under the Participation Agreements or the Selling
Agreements (collectively referred to as "Selling Agreements").
Part Two: SALE OF FUND SHARES
(1) With respect to the offering for sale and sale of shares of each class
to be issued by the Fund, it is mutually understood and agreed that
such shares are to be sold on the following terms:
(a) Distributor has the right, as principal, to buy from the Fund the
shares needed to fill unconditional orders for shares. With respect
to the purchase and sale of Fund shares on behalf of its own
separate accounts, Distributor acknowledges and agrees that it
shall be bound by the terms of its Participation Agreement with the
Fund, as it may be amended from time to time.
(b) For orders for Fund shares placed with Distributor under Selling
Agreements, Distributor has the right, as principal, to buy from
the Fund the shares needed to fill unconditional orders.
(c) The price Distributor will pay to the Fund is the net asset value,
determined as set forth in the prospectus.
(d) The shares will be resold by Distributor at the price determined as
set forth in the prospectus. Distributor shall not give any
information or make any representations, other than those contained
in the prospectus, statement of additional information or any sales
literature specifically approved by the Fund.
(e) The Fund or its transfer agent shall be promptly advised of all
orders received.
(f) The net asset value of the shares will be determined by the Fund or
any agent of the Fund in accordance with the method set forth in
the prospectus. In the event the Fund suspends the determination of
the net asset value as permitted under Section 22(c) of the 1940
Act, the computation of the net asset value for the purpose of
determining the number of shares or fractional shares to be
acquired may be deferred until the close of business on the first
full business day upon which the net asset value is next computed.
(g) Distributor or the Fund may in its discretion refuse to accept
orders for shares and the Distributor may provide similar
discretion in Selling Agreements.
(h) Distributor will make such reports as may be requested from time to
time by the Fund regarding Selling Agreements.
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(2) The Fund agrees to make prompt and reasonable effort to do any and all
things necessary, in the opinion of Distributor, to have and to keep
the Fund and the shares properly registered or qualified in all
appropriate jurisdictions and, as to shares, in such amounts as
Distributor may from time to time designate in order that the Fund's
shares may be offered or sold in such jurisdictions.
Part Three: REPURCHASE OR REDEMPTION OF FUND SHARES
(1) In connection with the repurchase of shares, Distributor will act as
agent of the Fund. Any outstanding shares may be tendered for
redemption at any time and the Fund agrees to repurchase or redeem the
shares in accordance with the terms and conditions of the prospectus.
The Fund will pay the amount of the redemption price to shareholders on
or before the seventh business day after receiving the notice of
redemption in proper form except as provided for in paragraph (2).
(2) The net asset value of the shares will be determined by the Fund or any
agent of the Fund in accordance with the method set forth in the
prospectus. In the event the Fund suspends the determination of the net
asset value as permitted under Section 22(c) of the 1940 Act, the
computation of the net asset value for the purpose of determining the
redemption price on the number of shares or fractional shares to be
redeemed or repurchased may be deferred until the close of business on
the first full business day upon which the net asset value is next
computed.
Part Four: ALLOCATION OF EXPENSES AND COMPENSATION
(1) For services rendered and expenses borne as principal underwriter,
Distributor shall receive no compensation from the Fund other than the
fees payable by the Fund pursuant to the 12b-1 Plan.
(2) Distributor shall bear all expenses incurred by it in connection with
its duties and activities under this Agreement including the payment
under Selling Agreements of any sales commissions, service fees,
revenue sharing, and expenses for sales of a Fund's shares (except such
expenses as are specifically undertaken herein by a Fund). Distributor
shall bear the costs and expenses of preparing, printing and
distributing prospectuses, statements of additional information,
shareholder reports and any supplementary sales literature used by the
Distributor or furnished by it for use under Selling Agreements in
connection with the offering of the shares for sale. Any expenses of
advertising incurred in connection with such offering will also be the
obligation of the Distributor. It is understood and agreed that, so
long as a Fund's 12b-1 Plan continues in effect, any expenses incurred
by the Distributor under this Agreement may be paid in accordance with
the terms of the 12b-1 Plan.
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Part Five: MISCELLANEOUS
(1) Distributor shall be deemed to be an independent contractor and, except
as expressly provided or authorized in this Agreement, shall have no
authority to act for or represent the Fund.
(2) Distributor agrees to perform such agreed anti-money laundering ("AML")
functions with respect to purchases of the Fund's shares as the Fund or
its agent may delegate to Distributor from time to time or as
Distributor is otherwise obligated to perform. In accordance with
mutually-agreed procedures, Distributor shall use its best efforts in
carrying out such agreed functions consistent with the requirements of
the Fund's AML program. Distributor agrees to cooperate with any
request from examiners of United States Government agencies having
jurisdiction over the Fund for information and records relating to the
Fund's AML program and consents to inspection by such examiners for
this purpose.
(3) Distributor and the Fund agree to conform with all applicable state and
federal laws and regulations relating to any rights or obligations
under the terms of this Agreement.
(4) The Fund agrees that it will furnish Distributor with information with
respect to the affairs and accounts of the Fund, and in such form as
Distributor may from time to time reasonably require, and further
agrees that Distributor, at all reasonable times, shall be permitted to
inspect the books and records of the Fund.
(5) Distributor agrees to indemnify and hold harmless the Fund and each
person who has been, is, or may hereafter be a member of the Board of
Directors ("Board member") of the Fund against expenses reasonably
incurred by any of them in connection with any claim or in connection
with any action, suit or proceeding to which any of them may be a
party, which arises out of or is alleged to arise out of any
misrepresentation or omission to state a material fact, or out of any
alleged misrepresentation or omission to state a material fact, on the
part of Distributor or any agent or employee of Distributor or any
other person for whose acts Distributor is responsible or is alleged to
be responsible, unless such misrepresentation or omission was made in
reliance upon information furnished by the Fund. Distributor likewise
agrees to indemnify and hold harmless the Fund and each such person in
connection with any claim or in connection with any action, suit or
proceeding which arises out of or is alleged to arise out of
Distributor's (or an affiliate of Distributor's) failure to exercise
reasonable care and diligence. The term "expenses" includes amounts
paid in satisfaction of judgments or in settlements that are made with
Distributor's consent. The foregoing rights of indemnification shall be
in addition to any other rights to which the Fund or a Board member may
be entitled as a matter of law.
(6) Neither this Agreement nor any transaction had pursuant hereto shall be
invalidated or in any way affected by the fact that Board members,
officers, agents and/or shareholders of the Fund are or may be
interested persons of Distributor as directors, officers, shareholders
or otherwise; that directors, officers, shareholders or agents of
Distributor are or may be interested persons of the Fund as Board
members, officers, shareholders or otherwise; or that Distributor is or
may be interested in the Fund as shareholder or otherwise, provided,
however, that neither Distributor nor any officer or director of
Distributor or any officers or
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Board members of the Fund shall sell to or buy from the Fund any
property or security other than a security issued by the Fund, except
in accordance with a rule, regulation or order of the SEC.
(7) For the purposes of this Agreement, a "business day" shall have the
same meaning as is given to the term in the By-laws of the Fund.
(8) Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the parties to this Agreement at
each company's principal place of business in Minneapolis, Minnesota,
or to such other address as either party may designate in writing
mailed to the other.
(9) Distributor agrees that no officer, director or employee of Distributor
will deal for or on behalf of the Fund with himself as principal or
agent, or with any corporation or partnership in which he may have a
financial interest, except that this shall not prohibit:
(a) Officers, directors and employees of Distributor from having a
financial interest in the Fund or in Distributor.
(b) The purchase of securities for the Fund, or the sale of securities
owned by the Fund, through a security broker or dealer, one or more
of whose partners, officers, directors or employees is an officer,
director or employee of Distributor, provided such transactions are
handled in the capacity of broker only and provided commissions
charged do not exceed customary brokerage charges for such
services.
(c) Transactions with the Fund by a broker-dealer affiliate of
Distributor if allowed by rule or order of the SEC and if made
pursuant to procedures adopted by the Fund's Board of Directors.
(10) Distributor agrees that, except as otherwise provided in this Agreement
or as may be permitted consistent with the use of a broker-dealer
affiliate of Distributor under applicable provisions of the federal
securities laws, neither it nor any of its officers, directors or
employees shall at any time during the period of this Agreement make,
accept or receive, directly or indirectly, any fees, profits or
emoluments of any character in connection with the purchase or sale of
securities (except securities issued by the Fund) or other assets by or
for the Fund.
(11) This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties.
(12) This Agreement is governed by the laws of the State of Minnesota.
Part Six: TERMINATION
(1) This Agreement shall continue in effect from year to year unless and
until terminated by Distributor or the Fund, except that such
continuance shall be specifically approved at least
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annually by a vote of a majority of the Board members who are not
parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such
approval, and by a majority of the Board members or by vote of a
majority of the outstanding voting securities of the Fund. As used in
this paragraph, the term "interested person" shall have the meaning as
set forth in the 1940 Act.
(2) This Agreement may be terminated by Distributor or the Fund at any time
by giving the other party sixty (60) days written notice of such
intention to terminate.
(3) This agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in
the 1940 Act.
IN WITNESS WHEREOF, 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.
RIVERSOURCE VARIABLE PORTFOLIO - SELECT SERIES, INC.
By /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President
IDS LIFE INSURANCE COMPANY
By /s/ Xxx X. Xxxxx III
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Xxx X. Xxxxx III
Vice President
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SCHEDULE A
FUNDS
Each a Minnesota corporation:
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.
RiverSource Variable Portfolio - Select Series, Inc.
