PLAN AND AGREEMENT OF DISTRIBUTION
(Classes A, B and C)
The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"),
dated as of October 1, 2005 (together "Plan and Agreement"), is by and between
Ameriprise Financial Services, Inc. ("Ameriprise Financial Services"), a
Delaware corporation and the principal underwriter of the Funds, for
distribution services to the Funds, and the Corporations ("Registrants") listed
in Schedule A, each on behalf of its underlying series. 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. The Funds will reimburse Ameriprise Financial Services 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 Class A, Class B and Class C shares; and overhead appropriately
allocated to the sale of Class A, Class B and Class C shares.
2. A portion of the fee under the Agreement will be used to compensate
Ameriprise Financial Services, 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. Ameriprise Financial Services 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. Ameriprise Financial
Services will use its best efforts to assure that other distributors
provide comparable services to shareholders.
4. For Class A shares, the fee under this Agreement will be equal on an annual
basis to 0.25% of the average daily net assets of the Funds attributable to
Class A shares. The amount so determined shall be paid to Ameriprise
Financial Services in cash within five (5) business days after the last day
of each quarter.
5. For Class B and Class C shares, the fee under this 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, 0.75% shall be reimbursed for distribution expenses. The amount so
determined shall be paid to Ameriprise
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Financial Services in cash within five (5) business days after the last day
of each month. The additional 0.25% shall be paid to Ameriprise Financial
Services to compensate Ameriprise Financial Services, financial advisors
and servicing agents for personal service to shareholders and maintenance
of shareholder accounts. The amount so determined shall be paid to
Ameriprise Financial Services in cash within five (5) business days after
the last day of each quarter.
6. For each purchase of Class B shares, the Class B shares will be converted
to Class A shares in the ninth year of ownership.
7. The Funds understand that if a shareholder redeems Class B shares before
they are converted to Class A shares, Ameriprise Financial Services 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. The Funds understand that if a shareholder redeems Class C shares in the
first year of ownership, Ameriprise Financial Services will impose a sales
charge directly on the redemption proceeds to cover those expenses it has
previously incurred on the sale of those shares.
9. Ameriprise Financial Services 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.
10. 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.
11. 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.
12. This Agreement may be terminated as to Class A, Class B or Class C 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
Ameriprise Financial Services. 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.
13. This Plan and Agreement shall be governed by the laws of the State of
Minnesota.
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AXP DISCOVERY SERIES, INC.
AXP MARKET ADVANTAGE SERIES, INC.
/s/ Xxxxxx X. Xxx
---------------------------
Xxxxxx X. Xxx
Vice President
AMERIPRISE FINANCIAL SERVICES, INC.
/s/ Xxxxx X. Xxxxx
--------------------------
Xxxxx X. Xxxxx
Senior Vice President and General Manager - Mutual Funds
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Schedule A
Funds
Each a Minnesota corporation:
AXP DISCOVERY SERIES, INC.
RiverSource Core Bond Fund
RiverSource Income Opportunities Fund
RiverSource Limited Duration Bond Fund
AXP MARKET ADVANTAGE SERIES, INC.
RiverSource Portfolio Builder Aggressive Fund
RiverSource Portfolio Builder Conservative Fund
RiverSource Portfolio Builder Moderate Fund
RiverSource Portfolio Builder Moderate Aggressive Fund
RiverSource Portfolio Builder Moderate Conservative Fund
RiverSource Portfolio Builder Total Equity Fund
