DISTRIBUTION AGREEMENT
This Distribution Agreement, effective as of August 1, 2006 ("Agreement"),
is by and between RiverSource Distributors, Inc. ("Distributor"), a Delaware
corporation, and the Corporations and Trusts listed in Schedule A, each on
behalf of their underlying series. The terms "Fund" or "Funds" are used to
refer to the corporation or trust and the underlying series as context
requires.
Part One: APPOINTMENT OF DISTRIBUTOR
(1) The Fund covenants and agrees that, during the term of this Agreement
and any renewal or extension, Distributor shall have the right to act
as principal underwriter for the Fund and to offer for sale and to
distribute any and all shares of each class of capital stock issued or
to be issued by the Fund, upon the terms described herein and in the
Fund's prospectus and statement of additional information included in
the Fund's registration statement most recently filed from time to time
with the Securities and Exchange Commission and effective under the
Securities Act of 1933 ("1933 Act") and the Investment Company Act of
1940, or as the Fund's prospectus may otherwise be amended or
supplemented and filed with the SEC pursuant to Rule 497 of the 1933
Act.
The right to act as principal underwriter will not apply:
(a) to transactions in connection with the merger or consolidation of
any other investment company or personal holding company with the
Fund or the acquisition by purchase or otherwise of all (or
substantially all) the assets or the outstanding shares of any such
company by the Fund;
(b) pursuant to reinvestment of dividends or capital gains
distributions; or
(c) pursuant to the reinstatement privilege afforded redeeming
shareholders.
(2) Distributor hereby covenants and agrees to act as the principal
underwriter of each class of capital shares issued and to be issued by
the Fund during the period of this Agreement and agrees to offer for
sale such shares as long as such shares remain available for sale,
unless Distributor is unable or unwilling to make such offer for sale
or sales or solicitations therefore legally because of any federal,
state, provincial or governmental law, rule or agency or for any
financial reason. Distributor agrees to devote reasonable time and
effort to effect sales of shares of the Fund but is not obligated to
sell any specific number of shares. It is understood that Distributor
may act as principal underwriter for other entities including
registered investment companies.
(3) Distributor is authorized to enter into selling agreements with
broker-dealers that are lawfully registered under federal law and any
applicable state law and with third party administrators and
institutions that are lawfully able to distribute securities (all of
which are referred to as "Selling Dealers") that provide for the
Selling Dealers to obtain unconditional orders for purchases of the
Fund's shares from investors.
Part Two: SALE OF FUND SHARES
(1) With respect to the offering for sale and sale of shares of each class
to be issued by the Fund, it is mutually understood and agreed that
such shares are to be sold on the following terms:
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(a) For Fund shares for accounts of shareholders whose investments were
made prior to May 21, 2005 and whose shares are not held in a
brokerage account (At Fund Accounts), Distributor has the right, as
principal, to buy from the Fund the shares needed to fill
unconditional orders for shares to be held in such accounts.
(b) For orders for Fund shares placed with Distributor by Selling
Dealers, Distributor has the right, as principal, to buy from the
Fund the shares needed to fill unconditional orders from Selling
Dealers.
(c) The price Distributor will pay to the Fund is the net asset value,
determined as set forth in the prospectus.
(d) The shares will be resold by Distributor to At Fund Accounts and to
Selling Dealers for the public offering price determined as set
forth in the prospectus. Shares may be sold to certain groups or in
certain transactions without a sales charge or at a reduced sales
charge, as described in the prospectus. Neither Distributor nor any
Selling Dealer shall give any information or make any
representations, other than those contained in the prospectus,
statement of additional information or any sales literature
specifically approved by the Fund.
(e) The Fund or its transfer agent shall be promptly advised of all
orders received.
(f) The net asset value of the shares will be determined by the Fund or
any agent of the Fund in accordance with the method set forth in
the prospectus. In the event the Fund suspends the determination of
the net asset value as permitted under Section 22(c) of the
Investment Company Act, the computation of the net asset value for
the purpose of determining the number of shares or fractional
shares to be acquired may be deferred until the close of business
on the first full business day upon which the net asset value is
next computed.
(g) Distributor or the Fund may in its discretion refuse to accept
orders for shares and the Distributor may provide similar
discretion to Selling Dealers.
(h) Distributor in its sole discretion and as disclosed in the
prospectus or as otherwise required will determine the compensation
paid to Selling Dealers.
(i) Distributor will make such reports as may be requested from time to
time by the Fund regarding Selling Dealers.
(2) The Fund agrees to make prompt and reasonable effort to do any and all
things necessary, in the opinion of Distributor, to have and to keep
the Fund and the shares properly registered or qualified in all
appropriate jurisdictions and, as to shares, in such amounts as
Distributor may from time to time designate in order that the Fund's
shares may be offered or sold in such jurisdictions.
(3) Distributor agrees to cause to be delivered to each purchaser a
prospectus or such other disclosure document as may be required by law.
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Part Three: REPURCHASE OR REDEMPTION OF FUND SHARES
(1) In connection with the repurchase of shares, Distributor will act as
agent of the Fund. Any outstanding shares may be tendered for
redemption at any time and the Fund agrees to repurchase or redeem the
shares in accordance with the terms and conditions of the prospectus.
The Fund will pay the amount of the redemption price to shareholders on
or before the seventh business day after receiving the notice of
redemption in proper form except as provided for in paragraph (2). Any
applicable contingent deferred sales charge will be paid to Distributor
and the balance will be paid to or for the account of the shareholder.
(2) The net asset value of the shares will be determined by the Fund or any
agent of the Fund in accordance with the method set forth in the
prospectus. In the event the Fund suspends the determination of the net
asset value as permitted under Section 22(c) of the Investment Company
Act, as amended, the computation of the net asset value for the purpose
of determining the redemption price on the number of shares or
fractional shares to be redeemed or repurchased may be deferred until
the close of business on the first full business day upon which the net
asset value is next computed.
Part Four: ALLOCATION OF EXPENSES AND COMPENSATION
(1) Except as provided for by a plan of distribution pursuant to Rule 12b-1
under the 1940 Act ("Rule 12b-1 Plan"), Distributor's compensation as
principal underwriter shall be (a) that part of the sales charge
retained by Distributor and (b) amounts payable as contingent deferred
sales charges on certain redemptions of shares.
(2) Distributor shall bear all expenses incurred by it in connection with
its duties and activities under this Agreement including the payment to
Selling Dealers of any sales commissions, service fees, revenue
sharing, and expenses for sales of a Fund's Shares (except such
expenses as are specifically undertaken herein by a Fund) incurred or
paid by Selling Dealers, including affiliated Selling Dealers.
Distributor shall bear the costs and expenses of preparing, printing
and distributing prospectuses, statements of additional information,
shareholder reports and any supplementary sales literature used by the
Distributor or furnished by it for use by Selling Dealers in connection
with the offering of the shares for sale. Any expenses of advertising
incurred in connection with such offering will also be the obligation
of the Distributor. It is understood and agreed that, so long as a
Fund's Rule 12b-1 Plan continues in effect, any expenses incurred by
the Distributor hereunder may be paid in accordance with the terms of
such Rule 12b-1 Plan.
(3) The Fund shall pay the filing fees and the cost and expenses payable to
each state for continuing to offer shares therein.
Part Five: MISCELLANEOUS
(1) Distributor shall be deemed to be an independent contractor and, except
as expressly provided or authorized in this Agreement, shall have no
authority to act for or represent the Fund.
(2) Distributor agrees to perform such agreed anti-money laundering ("AML")
functions with respect to purchases of the Funds' shares as the Funds
or their agent may delegate to Distributor from time to time or as
Distributor is otherwise obligated to perform. In accordance with
mutually-agreed procedures, Distributor shall use its best efforts in
carrying
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out such agreed functions consistent with the requirements of
the Funds' AML program. The Funds acknowledge that their shareholders
(which for this purpose shall mean only shareholders of record) are
customers of the Funds and not customers of Distributor and the Funds
retain legal responsibility under the USA PATRIOT Act for AML
compliance with respect to transactions in their shares. Distributor
agrees to cooperate with any request from examiners of United States
Government agencies having jurisdiction over the Funds for information
and records relating to the Funds' AML program and consents to
inspection by such examiners for this purpose.
(3) Distributor and the Fund agree to conform with all applicable state and
federal laws and regulations relating to any rights or obligations
under the terms of this Agreement.
(4) The Fund agrees that it will furnish Distributor with information with
respect to the affairs and accounts of the Fund, and in such form as
Distributor may from time to time reasonably require, and further
agrees that Distributor, at all reasonable times, shall be permitted to
inspect the books and records of the Fund.
(5) Distributor agrees to indemnify and hold harmless the Fund and each
person who has been, is, or may hereafter be a Board member of the Fund
against expenses reasonably incurred by any of them in connection with
any claim or in connection with any action, suit or proceeding to which
any of them may be a party, which arises out of or is alleged to arise
out of any misrepresentation or omission to state a material fact, or
out of any alleged misrepresentation or omission to state a material
fact, on the part of Distributor or any agent or employee of
Distributor or any other person for whose acts Distributor is
responsible or is alleged to be responsible, unless such
misrepresentation or omission was made in reliance upon information
furnished by the Fund. Distributor likewise agrees to indemnify and
hold harmless the Fund and each such person in connection with any
claim or in connection with any action, suit or proceeding which arises
out of or is alleged to arise out of Distributor's (or an affiliate of
Distributor's) failure to exercise reasonable care and diligence. The
term "expenses" includes amounts paid in satisfaction of judgments or
in settlements which are made with Distributor's consent. The foregoing
rights of indemnification shall be in addition to any other rights to
which the Fund or a Board member may be entitled as a matter of law.
(6) Neither this Agreement nor any transaction had pursuant hereto shall be
invalidated or in any way affected by the fact that Board members,
officers, agents and/or shareholders of the Fund are or may be
interested persons of Distributor as directors, officers, shareholders
or otherwise; that directors, officers, shareholders or agents of
Distributor are or may be interested persons of the Fund as Board
members, officers, shareholders or otherwise; or that Distributor is or
may be interested in the Fund as shareholder or otherwise, provided,
however, that neither Distributor nor any officer or director of
Distributor or any officers or Board members of the Fund shall sell to
or buy from the Fund any property or security other than a security
issued by the Fund, except in accordance with a rule, regulation or
order of the U.S. Securities and Exchange Commission (the "SEC").
(7) For the purposes of this Agreement, a "business day" shall have the
same meaning as is given to the term in the By-laws of the Fund.
(8) Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postpaid, to the parties to this Agreement at
each company's principal place of business in Minneapolis, Minnesota,
or to such other address as either party may designate in writing
mailed to the other.
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(9) Distributor agrees that no officer, director or employee of Distributor
will deal for or on behalf of the Fund with himself as principal or
agent, or with any corporation or partnership in which he may have a
financial interest, except that this shall not prohibit:
(a) Officers, directors and employees of Distributor from having a
financial interest in the Fund or in Distributor.
(b) The purchase of securities for the Fund, or the sale of securities
owned by the Fund, through a security broker or dealer, one or more
of whose partners, officers, directors or employees is an officer,
director or employee of Distributor, provided such transactions are
handled in the capacity of broker only and provided commissions
charged do not exceed customary brokerage charges for such
services.
(c) Transactions with the Fund by a broker-dealer affiliate of
Distributor if allowed by rule or order of the SEC and if made
pursuant to procedures adopted by the Fund's Board.
(10) Distributor agrees that, except as otherwise provided in this
Agreement or as may be permitted consistent with the use of a
broker-dealer affiliate of Distributor under applicable provisions of
the federal securities laws, neither it nor any of its officers,
directors or employees shall at any time during the period of this
Agreement make, accept or receive, directly or indirectly, any fees,
profits or emoluments of any character in connection with the
purchase or sale of securities (except securities issued by the Fund)
or other assets by or for the Fund.
(11) This Agreement may not be amended or modified in any manner except by
a written agreement executed by both parties.
(12) This Agreement is governed by the laws of the State of Minnesota.
(13) 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.
Part Six: TERMINATION
(1) This Agreement shall continue in effect from year to year unless and
until terminated by Distributor or the Fund, except that such
continuance shall be specifically approved at least annually by a vote
of a majority of the board members who are not parties to this
Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and by a
majority of the board members or by vote of a majority of the
outstanding voting securities of the Fund. As used in this paragraph,
the term "interested person" shall have the meaning as set forth in the
1940 Act.
(2) This Agreement may be terminated by Distributor or the Fund at any time
by giving the other party sixty (60) days written notice of such
intention to terminate.
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(3) This agreement shall terminate in the event of its assignment, the term
"assignment" for this purpose having the same meaning as set forth in
the 1940 Act.
IN WITNESS WHEREOF, 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.
RIVESROURCE SHORT TERM INVESTMENTS 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/ ▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
RIVERSOURCE DISTRIBUTORS,
INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Operating Officer
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Page 7
SCHEDULE A
FUNDS
Each Registrant is a Minnesota corporation, except RiverSource California
Tax-Exempt Trust, RiverSource Retirement Series Trust and RiverSource
Special Tax-Exempt Series Trust, which are Massachusetts business trusts.
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 SHORT TERM INVESTMENTS 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.
