Exhibit 99(m)(1)
PLAN AND AGREEMENT OF DISTRIBUTION
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
dated November 8, 2007 (together "Plan and Agreement"), is by and between
RiverSource Distributors, Inc. ("RiverSource Distributors"), a Delaware
corporation, and RiverSource Variable Series Trust ("Registrant"), on behalf of
its underlying series, listed in Schedule A (each a "fund" and collectively the
"funds"). 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 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 provisions in this Plan and Agreement relating to the Plan,
restate the Plan, which was also approved by the Board effective November 8,
2007.
1. Reimbursement Plan
1.1 The Fund will reimburse RiverSource Distributors up to 0.125% of its
daily net assets 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.
1.2 Payments under the Plan shall be made within five (5) business days
after the last day of each month. At the end of each calendar year,
RiverSource 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.
2. Services Provided and Expenses Borne by Distributor
2.1 RiverSource 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 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 Distributors at a rate not to
exceed the rate set forth in Section 1 as partial consideration for
the services it provides that are 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 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 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 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 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 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 Each Fund 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
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxx
President
RIVERSOURCE DISTRIBUTORS, INC.
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Vice President
SCHEDULE A
FUNDS
The Funds, each a Massachusetts business trust, to which this Agreement applies
follow:
RIVERSOURCE VARIABLE SERIES TRUST
RiverSource Variable Portfolio-Balanced Fund
RiverSource Variable Portfolio-Cash Management Fund
RiverSource Variable Portfolio-Core Bond Fund
RiverSource Variable Portfolio-Core Equity Fund
RiverSource Variable Portfolio-Diversified Bond Fund
RiverSource Variable Portfolio-Diversified Equity Income Fund
RiverSource Variable Portfolio-Emerging Markets Fund
RiverSource Variable Portfolio-Fundamental Value Fund
RiverSource Variable Portfolio-Global Bond Fund
RiverSource Variable Portfolio-Global Inflation Protected Securities Fund
RiverSource Variable Portfolio-Growth Fund
RiverSource Variable Portfolio-High Yield Bond Fund
RiverSource Variable Portfolio-Income Opportunities Fund
RiverSource Variable Portfolio-International Opportunity Fund
RiverSource Variable Portfolio-Large Cap Equity Fund
RiverSource Variable Portfolio-Large Cap Value Fund
RiverSource Variable Portfolio-Mid Cap Growth Fund
RiverSource Variable Portfolio-Mid Cap Value Fund
RiverSource Variable Portfolio-S&P 500 Index Fund
RiverSource Variable Portfolio-Select Value Fund
RiverSource Variable Portfolio-Short Duration U.S. Government Fund
RiverSource Variable Portfolio-Small Cap Advantage Fund
RiverSource Variable Portfolio-Small Cap Value Fund
