FORM OF PLAN AND AGREEMENT OF DISTRIBUTION
AMENDED AND RESTATED
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
dated April __, 2006 (together "Plan and Agreement"), is by and between IDS Life
Insurance Company ("IDS Life") and the Corporations ("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 (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. IDS Life will purchase the Funds' shares on behalf of its separate
accounts and the separate accounts of its affiliated life insurance
companies established for the purpose of funding variable life insurance,
annuity contracts or both (collectively referred to as "Variable
Contracts"). Additionally, IDS Life may offer the Funds' shares to one or
more unaffiliated life insurance companies ("Unaffiliated Life Companies")
for purchase on behalf of certain of their separate accounts established
for the purpose of funding Variable Contracts.
2. The Fund will reimburse IDS Life 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 for services provided to existing and prospective
Variable Contract owners. Payments under the Plan are based on budgeted
expenses and shall be made within five (5) business days after the last
day of each month. At the end of each calendar year, IDS Life 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.
3. IDS Life represents that the money paid by the Funds will benefit the
Variable Contract owners and not the separate accounts that legally own
the shares and be for the following:
(a) Printing and mailing prospectuses, Statements of Additional
Information, supplements, and reports to existing and prospective
Variable Contract owners;
(b) Preparation and distribution of advertisement, sales literature,
brokers' materials and promotional materials relating to the Funds;
(c) Presentation of seminars and sales meetings describing or relating
to the Funds;
(d) Training sales personnel regarding the Funds;
(e) Compensation of sales personnel for sale of the Funds' shares;
(f) Compensation of sales personnel for assisting Variable Contract
owners with respect to the Funds' shares;
(g) Overhead of IDS Life and its affiliates appropriately allocated to
the promotion of sale of the Funds' shares; and
(h) Any activity primarily intended to result in the sale of the Funds'
shares, including payments to Unaffiliated Life Companies.
4. IDS Life shall provide all information relevant and necessary for the
Board of Directors ("Board") to make informed determinations about whether
each of the Plan and Agreement should be continued and shall:
(a) submit quarterly a report that sets out the expenses paid or accrued
by it, the names of the Unaffiliated Life Companies to whom the
Funds' shares are sold, and the payments made to each Unaffiliated
Life Company that has been reimbursed;
(b) monitor the level and quality of services provided by it and all
affiliated companies and will use its best efforts to assure that in
each case legitimate services are rendered in return for the
reimbursement pursuant to the Plan and Agreement; and
(c) meet with the Funds' representatives, as reasonably requested, to
provide additional information.
5. IDS Life represents that it and all affiliated insurance company sponsors
will provide full disclosure of the Funds' 12b-1 Plan and Agreement in the
prospectus for any separate account investing in the Funds and will
clearly communicate the combined effect of all fees and costs, including
the reimbursement under the 12b-1 Plan and Agreement, imposed by the
separate account and the Funds in accordance with applicable laws.
6. All payments by IDS Life to Unaffiliated Life Companies shall be made
pursuant to a written agreement ("Related Agreement"). All such written
agreements will be in a form approved by a majority of the Funds'
independent members of the Board and the Board as a whole before it shall
be used. The Related Agreement shall:
(a) require full disclosure of the combined effect of all fees and
charges in accordance with applicable laws;
(b) provide for termination at any time without penalty as required by
Rule 12b-1; and
(c) continue so long as its continuance is done in accordance with the
requirements of Rule 12b-1.
7. The Portfolio represents 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.
8. 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.
9. 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 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.
Xxxxxx X. Xxx
Vice President
IDS LIFE INSURANCE COMPANY
Xxxxx X. Xxxxxx
Director and Executive Vice President - Annuities
SCHEDULE A
FUNDS
Each a Minnesota corporation:
RIVERSOURCE VARIABLE PORTFOLIO - INCOME SERIES, INC.
RiverSource Variable Portfolio - Core Bond Fund
RiverSource Variable Portfolio - Diversified Bond Fund
RiverSource Variable Portfolio - Global Bond Fund
RiverSource Variable Portfolio - Global Inflation Protected Securities Fund
RiverSource Variable Portfolio - High Yield Bond Fund
RiverSource Variable Portfolio - Income Opportunities Fund
RiverSource Variable Portfolio - Short Duration U.S. Government Fund
RIVERSOURCE VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.
RiverSource Variable Portfolio - Emerging Markets Fund
RiverSource Variable Portfolio - Growth 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 - Small Cap Advantage Fund
RIVERSOURCE VARIABLE PORTFOLIO - MANAGED SERIES, INC.
RiverSource Variable Portfolio - Balanced Fund
RiverSource Variable Portfolio - Diversified Equity Income Fund
RIVERSOURCE VARIABLE PORTFOLIO - MANAGERS SERIES, INC.
RiverSource Variable Portfolio - Fundamental Value Fund
RiverSource Variable Portfolio - Select Value Fund
RiverSource Variable Portfolio - Small Cap Value Fund
RIVERSOURCE VARIABLE PORTFOLIO - MONEY MARKET SERIES, INC.
RiverSource Variable Portfolio - Cash Management Fund
