FORM OF PLAN AND AGREEMENT OF DISTRIBUTION
AMENDED AND RESTATED
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
dated as of April __, 2006 (together "Plan and Agreement"), is by and between
Ameriprise Financial Services, Inc. ("Ameriprise Financial Services"), a
Delaware corporation and the principal underwriter of the Funds, for
distribution services to the Funds, and the Corporations and Trusts
("Registrants"), each on behalf of its underlying series 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.
The Plan and Agreement provide that:
1. The Funds will reimburse Ameriprise Financial Services for expenses
incurred in connection with distributing the Funds' shares and providing
personal service to shareholders. These expenses include sales
commissions; business, employee and financial advisor expenses charged to
distribution of shares; and overhead appropriately allocated to the sale
of shares.
2. A portion of the fee under the Agreement will be used to compensate
Ameriprise Financial Services, financial advisors and other servicing
agents for personal service to shareholders. Fees paid will be used to
help shareholders thoughtfully consider their investment goals and
objectively monitor how well the goals are being achieved.
3. Ameriprise Financial Services agrees to monitor the services it provides,
to measure the level and quality of services and to provide training and
support to financial advisors and servicing agents. Ameriprise Financial
Services will use its best efforts to assure that other distributors
provide comparable services to shareholders.
4. The fee under this Agreement will be as shown in Schedule A.
5. For funds with Class B shares, for each purchase of Class B shares, the
Class B shares will be converted to Class A shares in the ninth year of
ownership.
6. For funds with Class B shares, the Funds understand that if a shareholder
redeems Class B shares before they are converted to Class A shares,
Ameriprise Financial Services will impose a sales charge directly on the
redemption proceeds to cover those expenses it has previously incurred on
the sale of those shares.
7. For funds with Class C shares, the Funds understand that if a shareholder
redeems Class C shares in the first year of ownership, Ameriprise
Financial Services will impose a sales charge directly on the redemption
proceeds to cover those expenses it has previously incurred on the sale of
those shares.
8. Ameriprise Financial Services agrees to provide at least quarterly an
analysis of expenses under this Agreement and to meet with representatives
of the Funds as reasonably requested to provide additional information.
9. Each of the Plan and Agreement shall continue in effect for a period of
more than one year provided it is reapproved at least annually in the same
manner in which it was initially approved.
10. Neither the Plan nor the Agreement may be amended to increase materially
the amount that may be paid by the Funds without the approval of a least a
majority of the outstanding shares of the relevant class. Any other
amendment to the Plan or the Agreement must be approved in the manner in
which the Plan or Agreement was initially approved.
11. This Agreement may be terminated as to any class of the Funds at any time
without payment of any penalty by a vote of a majority of the members of
the Board who are not interested persons of the Funds and have no
financial interest in the operation of the Plan and Agreement, or by vote
of a majority of the outstanding shares of the relevant class, or by
Ameriprise Financial Services. 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 its assignment as that term is defined in
the Investment Company Act of 1940.
12. 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.
13. 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 BOND SERIES, INC.
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RIVERSOURCE EQUITY SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RIVERSOURCE HIGH YIELD INCOME SERIES, INC.
RIVERSOURCE INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RIVERSOURCE INTERNATIONAL SERIES, INC.
RIVERSOURCE INVESTMENT SERIES, INC.
RIVERSOURCE LARGE CAP SERIES, INC.
RIVERSOURCE MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RIVERSOURCE MONEY MARKET SERIES, INC.
RIVERSOURCE RETIREMENT SERIES TRUST
RIVERSOURCE SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RIVERSOURCE STRATEGY SERIES, INC.
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RIVERSOURCE TAX-EXEMPT MONEY MARKET SERIES, INC.
RIVERSOURCE TAX-EXEMPT SERIES, INC.
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▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
AMERIPRISE FINANCIAL SERVICES, INC.
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President and General Manager - Mutual Funds
SCHEDULE A
FOR FUNDS OTHER THAN MONEY MARKET FUNDS:
Each Registrant is a Minnesota corporation, except RiverSource California
Tax-Exempt Trust, RiverSource Special Tax-Exempt Series Trust, and RiverSource
Retirement Series Trust, which are Massachusetts business trusts:
RIVERSOURCE BOND SERIES, INC.
RiverSource Core Bond Fund
RiverSource Floating Rate Fund
RiverSource Income Opportunities Fund
RiverSource Inflation Protected Securities Fund
RiverSource Limited Duration Bond Fund
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RiverSource California Tax-Exempt Fund
RIVERSOURCE DIMENSIONS SERIES, INC.
RiverSource Disciplined Small and Mid Cap Equity Fund
RiverSource Disciplined Small Cap Value Fund
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RiverSource Diversified Bond Fund
RIVERSOURCE EQUITY SERIES, INC.
RiverSource Mid Cap Growth Fund
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Emerging Markets Bond Fund
RiverSource Emerging Markets Fund
RiverSource Global Bond Fund
RiverSource Global Equity Fund
RiverSource Global Technology Fund
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RiverSource Short Duration U.S. Government Fund
RiverSource U.S. Government Mortgage Fund
RIVERSOURCE HIGH YIELD INCOME SERIES, INC.
RiverSource High Yield Bond Fund
RIVERSOURCE INCOME SERIES, INC.
RiverSource Income Builder Basic Income Fund
RiverSource Income Builder Enhanced Income Fund
RiverSource Income Builder Moderate Income Fund
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RiverSource International Aggressive Growth Fund
RiverSource International Equity Fund
RiverSource International Select Value Fund
RiverSource International Small Cap Fund
RIVERSOURCE INTERNATIONAL SERIES, INC.
RiverSource Disciplined International Fund
RiverSource European Equity Fund
RiverSource International Opportunity Fund
RIVERSOURCE INVESTMENT SERIES, INC.
RiverSource Balanced Fund
RiverSource Diversified Equity Income Fund
RiverSource Mid Cap Value Fund
RIVERSOURCE LARGE CAP SERIES, INC.
RiverSource Disciplined Equity Fund
RiverSource Growth Fund
RiverSource Large Cap Equity Fund
RiverSource Large Cap Value Fund
RIVERSOURCE MANAGERS SERIES, INC.
RiverSource Aggressive Growth Fund
RiverSource Fundamental Growth Fund
RiverSource Fundamental Value Fund
RiverSource Select Value Fund
RiverSource Small Cap Equity Fund
RiverSource Small Cap Value Fund
RiverSource Value Fund
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RiverSource Portfolio Builder Aggressive Fund
RiverSource Portfolio Builder Conservative Fund
RiverSource Portfolio Builder Moderate Aggressive Fund
RiverSource Portfolio Builder Moderate Conservative Fund
RiverSource Portfolio Builder Moderate Fund
RiverSource Portfolio Builder Total Equity Fund
RiverSource S&P 500 Index Fund(a)
RiverSource Small Company Index Fund(b)
RIVERSOURCE RETIREMENT SERIES TRUST
RiverSource Retirement Plus 2010 Fund(c)
RiverSource Retirement Plus 2015 Fund(c)
RiverSource Retirement Plus 2020 Fund(c)
RiverSource Retirement Plus 2025 Fund(c)
RiverSource Retirement Plus 2030 Fund(c)
RiverSource Retirement Plus 2035 Fund(c)
RiverSource Retirement Plus 2040 Fund(c)
RiverSource Retirement Plus 2045 Fund(c)
RIVERSOURCE SECTOR SERIES, INC.
RiverSource Dividend Opportunity Fund
RiverSource Real Estate Fund
RIVERSOURCE SELECTED SERIES, INC.
RiverSource Precious Metals Fund
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RiverSource Massachusetts Tax-Exempt Fund
RiverSource Michigan Tax-Exempt Fund
RiverSource Minnesota Tax-Exempt Fund
RiverSource New York Tax-Exempt Fund
RiverSource Ohio Tax-Exempt Fund
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RiverSource Strategic Allocation Fund
RIVERSOURCE STRATEGY SERIES, INC.
RiverSource Equity Value Fund
RiverSource Small Cap Advantage Fund
RiverSource Small Cap Growth Fund
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RiverSource Tax-Exempt High Income Fund
RIVERSOURCE TAX-EXEMPT SERIES, INC.
RiverSource Intermediate Tax-Exempt Fund
RiverSource Tax-Exempt Bond Fund
(a) For the purposes of this Agreement, this Fund only offers Class D shares.
(b) This Fund does not offer Class C shares.
(c) For purposes of this Agreement, this Fund only offers Class A shares.
FEE SCHEDULE
The fee maximum for services under this Agreement is equal on an annual basis to
the following percentage of the average daily net assets of the Fund
attributable to the applicable class:
Class A Class B Class C Class D*
------- ------- ------- --------
0.25% 1.00% 1.00% 0.25%
For Class A and Class D shares, the fee shall be paid to Ameriprise Financial
Services in cash within five (5) business days after the last day of each
quarter.
For Class B and Class C shares, the maximum fee under this Agreement will be
equal on an annual basis to 1.00% of the average daily net assets of the Funds
attributable to Class B shares and Class C share, respectively. Of that amount,
up to 0.75% shall be reimbursed for distribution expenses. The fee shall be paid
to Ameriprise Financial Services in cash within five (5) business days after the
last day of each month. Up to an additional 0.25% shall be reimbursed to
Ameriprise Financial Services to compensate Ameriprise Financial Services,
financial advisors and servicing agents for personal service to shareholders and
maintenance of shareholder accounts. The fee shall be paid to Ameriprise
Financial Services in cash within five (5) business days after the last day of
each quarter.
* Class D shares are only offered through S&P 500 Index Fund.
FOR MONEY MARKET FUNDS:
Each Registrant is a Minnesota Corporation:
RIVERSOURCE MONEY MARKET SERIES, INC.
RiverSource Cash Management Fund
RIVERSOURCE TAX-EXEMPT MONEY MARKET SERIES, INC.
RiverSource Tax-Exempt Money Market Fund
FEE SCHEDULE
The maximum fee for services under this Agreement is equal on an annual basis to
the following percentage of the average daily net assets of the Fund
attributable to the applicable class. The fee for RiverSource Tax-Exempt Money
Market Fund, which does not have separate classes of shares, is the
same as that applicable to Class A shares:
Class A Class B Class C
------- ------- -------
0.10% 0.85% 0.75%
For Class A shares, the fee shall be paid to Ameriprise Financial Services in
cash within five (5) business days after the last day of each quarter.
For Class B shares, the maximum fee under this Agreement will be equal on an
annual basis to 0.85% of the average daily net assets of the Fund attributable
to Class B shares. Of that amount, up to 0.75% shall be reimbursed for
distribution expenses. The fee shall be paid to Ameriprise Financial Services in
cash within five (5) business days after the last day of each month. Up to an
additional 0.10% shall be reimbursed to Ameriprise Financial Services to
compensate Ameriprise Financial Services, financial advisors and servicing
agents for personal service to shareholders and maintenance of shareholder
accounts. The fee shall be paid to Ameriprise Financial Services in cash within
five (5) business days after the last day of each quarter.
For Class C shares, the maximum fee under this Agreement will be equal on an
annual basis to 0.75% of the average daily net assets of the Funds attributable
to Class C shares for distribution expenses. The fee shall be paid to Ameriprise
Financial Services in cash within five (5) business days after the last day of
each month.
