PLAN AND AGREEMENT OF DISTRIBUTION
The Plan of Distribution ("Plan") and Agreement of Distribution
("Agreement"), dated as of August 1, 2006 (together "Plan and Agreement"),
is by and between RiverSource Distributors, Inc. ("RiverSource
Distributors"), 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 RiverSource Distributors 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 RiverSource Distributors, 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. RiverSource Distributors 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. RiverSource Distributors will use its best efforts to
assure that other distributors provide comparable services to
shareholders.
4. The fee under this Plan and 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, RiverSource Distributors 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,
RiverSource Distributors 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. RiverSource Distributors 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.
RiverSource Distributors - Plan & Agreement of Distribution
Page 2
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 RiverSource Distributors. 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.
RiverSource Distributors - Plan & Agreement of Distribution
Page 3
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.
By: /s/ Xxxxxx X. Xxx
-----------------------
Xxxxxx X. Xxx
Vice President
RIVERSOURCE DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------
Xxxxx X. Xxxxx
Chief Operating Officer
RiverSource Distributors - Plan & Agreement of Distribution
Page 4
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 Absolute Return Currency and Income Fund
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 Equity 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 Distributors - Plan & Agreement of Distribution
Page 5
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 RiverSource
Distributors 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 Plan and
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 shares,
respectively. Of that amount, up to 0.75% shall be reimbursed for
distribution expenses. The fee shall be paid to RiverSource Distributors in
cash within five (5) business days after the last day of each month. Up to
an additional 0.25% shall be reimbursed to RiverSource Distributors to
compensate RiverSource Distributors, financial advisors and servicing agents
for personal service to shareholders and maintenance of shareholder
accounts. The fee shall be paid to RiverSource Distributors 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 Plan and 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%
RiverSource Distributors - Plan & Agreement of Distribution
Page 6
For Class A shares, the fee shall be paid to RiverSource Distributors in
cash within five (5) business days after the last day of each quarter.
For Class B shares, the maximum fee under this Plan and 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 RiverSource
Distributors in cash within five (5) business days after the last day of
each month. Up to an additional 0.10% shall be reimbursed to RiverSource
Distributors to compensate RiverSource Distributors, financial advisors and
servicing agents for personal service to shareholders and maintenance of
shareholder accounts. The fee shall be paid to RiverSource Distributors in
cash within five (5) business days after the last day of each quarter.
For Class C shares, the maximum fee under this Plan and 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 RiverSource Distributors in cash within five (5) business
days after the last day of each month.
