EXHIBIT (m)
PLAN OF DISTRIBUTION AND
AMENDED AND RESTATED AGREEMENT OF DISTRIBUTION
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
effective November 8, 2007, amended and restated April 10, 2008 (together "Plan
and Agreement"), is by and between RiverSource Distributors, Inc. ("RiverSource
Distributors" or the "Distributor"), a Delaware corporation, principle
underwriter of the RiverSource Funds pursuant to a separate distribution
agreement ("Distribution Agreement"), for distribution services to the funds,
and RiverSource Variable Series Trust ("Registrant"), a Massachusetts business
trust, 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.
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, pursuant to Schedule A.
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 Schedule A 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
--------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
SCHEDULE A
FUNDS
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.
For the following Funds, the maximum fee for services under this Plan and
Agreement shall be the lesser of the amount of expenses eligible for
reimbursement or, on an annual basis an amount equal to 0.125% of its daily net
assets:
RiverSource Partners Variable Portfolio - Fundamental Value Fund
RiverSource Partners Variable Portfolio - Select Value Fund
RiverSource Partners Variable Portfolio - Small Cap Value Fund
RiverSource Variable Portfolio - Balanced Fund
RiverSource Variable Portfolio - Cash Management Fund
RiverSource Variable Portfolio - Diversified Bond Fund
RiverSource Variable Portfolio - Diversified Equity Income 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 - 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 - Short Duration U.S. Government Fund
RiverSource Variable Portfolio - Small Cap Advantage Fund
Threadneedle Variable Portfolio - Emerging Markets Fund
Threadneedle Variable Portfolio - International Opportunity Fund
For the following Funds, the maximum fee for services under this Plan and
Agreement shall be the lesser of the amount of expenses eligible for
reimbursement or, on an annual basis an amount equal to 0.25% of its daily net
assets:
Disciplined Asset Allocation Portfolios - Aggressive
Disciplined Asset Allocation Portfolios - Conservative
Disciplined Asset Allocation Portfolios - Moderate
Disciplined Asset Allocation Portfolios - Moderately Aggressive
Disciplined Asset Allocation Portfolios - Moderately Conservative
