DISTRIBUTION AGREEMENT AMENDED AND RESTATED
Exhibit (e)
DISTRIBUTION AGREEMENT
AMENDED AND RESTATED
AMENDED AND RESTATED
THIS AGREEMENT is made as of September 7, 2010, amended and restated March 11, 2011, by and
between each trust or corporation (each such trust being hereinafter referred to as a “Trust” and
each series of a Trust, if any, as listed on Schedule I, if any, being hereinafter referred to as a
“Fund” with respect to that Trust, but for any Trust that does not have any separate series, then
any reference to the “Fund” is a reference to that Trust, as relevant), and Columbia Management
Investment Distributors, Inc., a Delaware corporation (the “Distributor”). Absent written
notification to the contrary by either the Trust or the Distributor, each new investment portfolio
of the Trust established in the future shall automatically become a “Fund” for all purposes
hereunder and shares of each new class established in the future shall automatically become
“Shares” for all purposes hereunder as if set forth on Schedule I. For the avoidance of doubt, the
provisions of this Agreement shall apply separately with respect to each Trust and Fund, as
relevant.
WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an
open-end management investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”);
WHEREAS, the Trust desires to retain the Distributor as the exclusive distributor of the units
of beneficial interest in all classes of shares (“Shares”) of the Trust and each Fund, if
applicable, and the Distributor is willing to render such services; and
WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of
1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority,
Inc. (the “FINRA”).
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is
agreed between the parties hereto as follows:
1. SERVICES AS DISTRIBUTOR.
1.1. The Distributor will act as agent for the distribution of Shares in accordance with any
instructions of the Trust’s Board of Trustees or Board of Directors, as applicable (the Board of
Trustees or Board of Directors, as applicable, hereinafter referred to as the “Board”), and with
the registration statement applicable to the Trust then in effect under the Securities Act of 1933,
as amended (the “1933 Act”), and will transmit promptly any orders properly received by it for the
purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As
used in this Agreement, the term “registration statement” shall mean any registration statement,
specifically including, but not limited to, any then-current prospectus together with any related
then-current statement of additional information, filed with the SEC with respect to Shares, and
any amendments and supplements thereto which at any time shall have been filed.
1.2. The Distributor agrees to use reasonable efforts to solicit orders for the sale of Shares
and will undertake such advertising and promotion as it believes appropriate in connection with
such solicitation. The Distributor agrees to offer and sell Shares at the applicable public
offering price or net asset value next determined after an order is received, in accordance with
the terms and conditions set forth in the then-current prospectus(es) applicable to the Fund. The
Trust understands that the Distributor is and may in the future be the distributor of shares of
other investment company portfolios including portfolios having investment objectives similar to
those of the Trust and the Funds, as applicable. The Trust further understands that existing and
future investors in the Trust and each Fund, if applicable, may invest in shares of such other
portfolios. The Trust agrees that the Distributor’s duties to such portfolios shall not be deemed
in conflict with its duties to the Trust under this paragraph 1.2. The Distributor agrees that any
outstanding shares of a Fund may be tendered for redemption at any time in accordance with the
terms and conditions set forth in the then-current prospectus.
1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable
and which are primarily intended to result in the sale of Shares, including, but not limited to,
advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current shareholders, and the printing and mailing of sales literature.
1.4. The Trust shall be responsible for expenses relating to the execution of any and all
documents and the furnishing of any and all information and otherwise taking, or causing to be
taken, all actions that may be reasonably necessary in connection with the registration of Shares
under the 1933 Act and the Trust under the 1940 Act and the qualification of Shares for sale under
the so-called “blue sky” laws in such states as the Trust directs and in such states as the
Distributor may recommend to the Trust which the Trust approves, and the Trust shall pay all fees
and other expenses incurred in connection with such registration and qualification.
1.5. The Distributor shall be responsible for preparing, reviewing and providing advice on all
sales literature (e.g., advertisements, brochures and shareholder communications) with respect to
the Trust and each Fund, if applicable, and shall file with the FINRA or the appropriate regulators
all such materials as are required to be filed under applicable laws and regulations in compliance
with such laws and regulations.
1.6. In connection with all matters relating to this Agreement, the Trust and the Distributor
agree to comply with all applicable laws, rules and regulations, including, without limitation, all
rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the
regulations of the FINRA and all other applicable federal and state laws, rules and regulations.
The Distributor agrees to provide the Trust with such certifications, reports and other information
as the Trust may reasonably request from time to time to assist it in complying with, and
monitoring for compliance with, such laws, rules and regulations.
1.7. Whenever in their judgment such action is warranted by unusual market, economic or
political conditions, or by other circumstances of any kind, the Trust’s officers may decline to
accept any orders for, or make any sales of, Shares until such time as those officers deem it
advisable to accept such orders and to make such sales.
1.8. The Trust shall furnish from time to time, for use in connection with the sale of
Shares, such information with respect to the operations and performance of the Trust and each Fund,
if applicable, and Shares as the Distributor may reasonably request and the Trust warrants that
such information shall be true and correct. Without limiting the foregoing, the Trust shall also
furnish the Distributor upon reasonable request by it : (a) audited annual and unaudited
semi-annual statements of the Trust’s books and accounts with respect to the Trust and each Fund,
if applicable, and (b) from time to time such additional information regarding the financial
condition of the Trust and each Fund, if applicable.
1.9. The Trust may from time-to-time adopt one or more distribution plans pursuant to Rule
12b-1 under the 1940 Act. As compensation for services rendered hereunder, the Distributor shall be
entitled to receive from the Trust/Fund the payments set forth on Schedule II attached hereto, as
the same may be amended from time-to-time by agreement of the parties hereto. The Distributor, from
time to time, may assign to any third party all or any portion of amounts payable to the
Distributor under this Agreement.
1.10. The Distributor shall prepare reports for the Board regarding its activities under this
Agreement as from time to time shall be reasonably requested by the Board, including reports
regarding the use of Rule 12b-1 payments received by the Distributor, if any.
1.11. The Distributor is authorized to enter into written agreements (“Selling Agent
Agreements”) with banks, broker/dealers, insurance companies and other financial institutions
(collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all
applicable laws, regulations and exemptive relief. The Selling Agent Agreements shall be on the
general forms that are approved by the Board. The Distributor also may enter into other forms of
agreements relating to selling agent activities and support as it deems appropriate, provided that
the Distributor determines that the Trust’s responsibility or liability to any person under, or on
account of any acts or statements of any such Intermediary under, any such agreement does not
exceed its responsibility or liability under the general form(s) of Selling Agent Agreement
approved by the Board, and provided further that the Distributor determines that the overall terms
of any such agreement are not materially less advantageous to the Trust than the overall terms of
the general form(s) of Selling Agent Agreement approved by the Board. In entering into and
performing any agreements, the Distributor shall act as principal and not as agent for the Trust or
any Fund, if applicable. Upon the failure of any Intermediary to pay for any order for the purchase
of Shares in accordance with the terms of the Trust’s or any Fund’s, if applicable, prospectus, the
Trust or any Fund, if applicable, shall have the right to cancel the sale of such Shares and
thereupon the Distributor shall be responsible for any loss sustained as a result thereof.
2. REPRESENTATIONS; INDEMNIFICATION.
2.1. The Trust represents to the Distributor that all registration statements with respect to
Shares and shareholder reports with respect to the Trust or any Fund, if applicable, filed by the
Trust with the SEC, have been prepared in conformity with the requirements of the 1933 Act, the
1934 Act and the 1940 Act, as applicable, and rules and regulations of the SEC thereunder. The
Trust/Fund further represents and warrants to the Distributor that any registration statement, when
such registration statement becomes effective, and any shareholder report, when such
report is filed, will contain all statements required to be stated therein in conformity with the
1933 Act, the 1934 Act and the 1940 Act, as applicable, and the rules and regulations of the SEC;
that all statements of fact contained in any such registration statement or shareholder report will
be true and correct in all material respects when such registration statement becomes effective, or
when such shareholder report is filed; and that no registration statement, when such registration
statement becomes effective, and no shareholder report, when such shareholder report is filed, will
include an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading to a purchaser of Shares;
provided, however, that the foregoing representations and warranties shall not apply to any untrue
statement of material fact or omission made in any registration statement or shareholder report in
reliance upon and in conformity with any information furnished to the Trust by the Distributor or
any affiliate thereof and used in preparation thereof. The Trust authorizes the Distributor and
authorized Intermediaries to use any prospectus or statement of additional information in the form
furnished from time-to-time in connection with the sale of Shares and represented by the Trust as
being the then-current form of prospectus or then-current form of statement of additional
information.
2.2. The Trust agrees to indemnify, defend and hold the Distributor, its several officers and
directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933
Act free and harmless from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or liabilities and all
reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and
directors, or any such controlling person, may incur under the 1933 Act or under common law or
otherwise, arising out of or based upon (a) any material breach by the Trust of any provision of
this Agreement, or (b) any untrue statement, or alleged untrue statement, of a material fact
contained in any registration statement or shareholder report or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in any registration
statement or shareholder report or necessary to make any statement in such documents not
misleading; provided, however, that the Trust’s agreement to indemnify the Distributor, its
officers and directors, and any such controlling person shall not cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission
or alleged omission made in any registration statement or shareholder report or in any financial or
other statements in reliance upon and in conformity with any information furnished to the Trust by
the Distributor or any affiliate thereof and used in the preparation thereof; and further provided
that the Trust’s agreement to indemnify the Distributor, its officers and directors, and any such
controlling person shall not be deemed to cover any liability to the Trust or its shareholders to
which the Distributor, is officers and directors, or any such controlling person would otherwise be
subject by reason of willful misfeasance, bad faith or negligence in the performance of the duties
of the Distributor, its officers or directors, or any controlling person thereof, or by reason of
the reckless disregard of the obligations and duties under this Agreement by the Distributor, its
officers or directors, or any controlling person thereof.
The Trust’s agreement to indemnify, as set forth herein, the Distributor, its officers and
directors, and any controlling person thereof, as set forth herein, is expressly conditioned upon
the Trust’s being notified of any action brought against the Distributor, its officers or
directors,
or any controlling person thereof, such notification to be given in writing and to be transmitted
by personal delivery, first class mail, overnight courier, facsimile or other electronic means to
the Trust within a reasonable period of time after the summons or other first legal process shall
have been served. The failure to so notify the Trust of any such action shall not relieve the Trust
from any liability hereunder, which the Trust may have to the person against whom, such action is
brought, except to the extent the Trust has been actually prejudiced by such delay. The Trust will
be entitled to assume at its own expense the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by counsel of good standing
chosen by the Trust and approved by the Distributor, which approval shall not unreasonably be
withheld. In the event the Trust elects to assume the defense of any such suit and retain counsel
of good standing approved by the Distributor, the defendant or defendants in such suit shall bear
the fees and expenses of any additional counsel retained by any of them; but if the Trust does not
elect to assume the defense of any such suit, or if the Distributor reasonably does not approve of
counsel chosen by the Trust, the Trust will reimburse the Distributor, its officers and directors,
or the controlling person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by the Distributor or them.
The Trust’s indemnification agreement contained in this paragraph 2.2 and the Trust’s
representations and warranties in this Agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Distributor, its officers or
directors, or any controlling person thereof, and shall survive the delivery of any Shares. This
agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of its
several officers and directors, and their respective estates, and to the benefit of the controlling
persons and their successors. The Trust agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against the Trust or any of its officers, Trustees,
or Directors in connection with the issue and sale of any Shares.
2.3. The Distributor agrees to indemnify, defend and hold the Trust, its several officers,
Trustees and Directors, and any person who controls the Trust within the meaning of Section 15 of
the 1933 Act free and harmless from and against any and all claims, demands, liabilities and
expenses (including the costs of investigation or defending such claims, demands or liabilities and
all reasonable counsel fees incurred in connection therewith) which the Trust, its officers,
Trustees or Directors or any such controlling person, may incur under the 1933 Act or under common
law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its
officers, Trustees or Directors, or such controlling person resulting from such claims or demands,
shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact
contained in information furnished by the Distributor or any affiliate thereof to the Trust or its
counsel and used in the Trust’s registration statement or shareholder reports, or any omission, or
alleged omission, to state a material fact in connection with such information furnished by the
Distributor or any affiliate thereof to the Trust or its counsel required to be stated in such
information or necessary to make such information not misleading, (b) any untrue statement of a
material fact contained in any sales literature prepared by the Distributor, or any omission to
state a material fact required to be stated therein or necessary to make such sales literature not
misleading (except to the extent arising out of information furnished by the Trust to the
Distributor for use therein), (c) any willful misfeasance, bad faith or negligence in the
performance of the Distributor’s obligations and duties under the Agreement or by reason of its
reckless disregard thereof, or (d) any breach by the Distributor of any provision of this
Agreement.
The Distributor’s agreement to indemnify the Trust, its officers, Trustees and Directors, and any
controlling person thereof, as set forth herein, is expressly conditioned upon the Distributor’s
being notified of any action brought against the Trust, its officers, Trustees or Directors, or any
controlling person thereof, such notification to be given in writing and to be transmitted by
personal delivery, first class mail, overnight courier, facsimile, e-mail or other electronic means
to the Distributor by the person against whom such action is brought, within a reasonable period of
time after the summons or other first legal process shall have been served. The failure to so
notify the Distributor of any such action shall not relieve the Distributor or any affiliate
thereof from any liability hereunder, which the Distributor or any affiliate thereof may have to
the Trust, its officers, Trustees or Directors, or to controlling person thereof by reason of any
such untrue or alleged untrue statement, or omission or alleged omission, or other conduct covered
by this indemnity agreement, except to the extent the Distributor has been actually prejudiced by
such delay. The Distributor shall have the right to control the defense of such action, with
counsel of good standing of its own choosing, approved by the Board which approval shall not
unreasonably be withheld, if such action is based solely upon such misstatement or omission, or
alleged misstatement or omission, on the Distributor’s part or any affiliate thereof.
2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the
issuance by the SEC of any stop order suspending the effectiveness of the registration statement
then in effect or of the initiation of any proceeding for that purpose. Thereafter, no Shares shall
be offered by either the Distributor or the Trust and no orders for the purchase or sale of Shares
hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration
statement then in effect or any necessary amendments thereto shall be suspended under any of the
provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b)
of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this
paragraph 2.4 shall in any way restrict or have any application to or bearing upon the Trust’s
obligation to repurchase Shares from any shareholder in accordance with the provisions of the
Fund’s prospectus(es) or of the Declaration of Trust.
3. CONFIDENTIALITY.
The Trust and Distributor may receive from each other information, or access to information,
about the shareholders generally and specifically (collectively, “Shareholder Information”)
including, but not limited to, nonpublic personal information such as a shareholder’s name,
address, telephone number, account relationships, account balances and account histories. Each of
the Trust and Distributor agrees, on behalf of their respective agents and employees that all
information, including Shareholder Information, obtained pursuant to this Agreement shall be
considered confidential information. Except as permitted by law or required by order of a court or
governmental authority, including by any self-regulatory organization, having jurisdiction over the
parties, none of the parties shall disclose Shareholder Information to any other person or entity
or use such confidential information other than to carry out the purposes of this Agreement,
including, among other uses, its use under applicable provisions of the SEC’s Regulation S-P in the
ordinary course of carrying out the purposes of this Agreement.
4. ANTI-MONEY LAUNDERING PROGRAM.
The Distributor represents and warrants that it (a) has adopted an anti-money laundering
compliance program (“AML Program”) that satisfies the requirements of all applicable laws and
regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory
authorities of the AML Program identifies any material deficiency, and (c) will promptly remedy any
material deficiency regarding the AML Program of which it learns.
5. RULE 22c-2.
Each of the Trust and the Distributor agree to comply with the requirements of Rule 22c-2 of
the 1940 Act. Further, the Trust represents that the Board has made the findings contemplated by
Rule 22c-2(a)(1).
6. LIMITATIONS OF LIABILITY.
The Distributor shall not be liable for any error of judgment or mistake of law or for any
loss suffered by any Trust or any Fund, if applicable, in connection with matters to which this
Agreement relates, except as provided in paragraph 2.3 hereof, and except a loss resulting from the
willful misfeasance, bad faith or negligence on its part in the performance of its duties or from
reckless disregard of its obligations and duties under this Agreement.
7. TERM.
7.1. This Agreement shall become effective on the date of its execution and, unless sooner
terminated as provided herein, shall continue in effect for a period of two (2) years from the date
written above. This Agreement shall thereafter continue from year to year, provided such
continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a
majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Trust or any
Fund, if applicable, provided that in either event the continuance is also approved by the majority
of the members of the Board who are not parties to this Agreement or interested persons (as defined
in the 0000 Xxx) of any such party, by vote cast in person at a meeting called for the purpose of
voting on such approval.
7.2. This Agreement is terminable with respect to the Trust or any Fund without penalty, on
not less than sixty (60) days’ written notice, by the Board, by vote of a majority (as defined in
the 0000 Xxx) of the outstanding voting securities of such Trust or any Fund, if applicable, or by
the Distributor. This Agreement will also terminate automatically in the event of its assignment
(as defined in the 1940 Act). Upon termination, the obligations of the parties under this Agreement
shall cease except for unfulfilled obligations and liabilities arising prior to termination and the
provisions of Sections 2, 3, 5, 7.2, 8, 9 and 10.
8. LIMITED RECOURSE
A reference to each Trust and the Trustees or Directors, as applicable, of each Trust refer
respectively to the Trust created by the Declaration of Trust or articles of incorporation and the
Trustees or Directors as Trustees or Directors but not individually or personally. All parties
hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or
indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that
no Trustee, officer, director or shareholder shall be personally liable for any such liabilities.
All persons dealing with any Trust or any Fund, if applicable, must look solely to the property
belonging to such Trust or any Fund, if applicable, for the enforcement of any claims against the
Trust.
9. MISCELLANEOUS.
9.1. No provision of this Agreement may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against which an enforcement of the
change, waiver, discharge or termination is sought.
9.2. This Agreement shall be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts as in effect as of the date hereof and the applicable provisions of
the 1940 Act. To the extent that the applicable law of the Commonwealth of Massachusetts, or any of
the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall
control.
10. NOTICES.
Any notices under this Agreement shall be in writing, addressed and delivered or mailed
postage paid to such address as may be designated for the receipt of such notice.
11. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same agreement.
A copy of the Agreement and Declaration of Trust of the Trusts that are organized as
Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts,
and the Distributor acknowledges that this Agreement is executed on behalf of each Fund by an
officer thereof in his or her capacity as an officer thereof and not individually, and that
the obligations of or arising out of this Agreement are not binding upon any of the trustees,
officers, employees, agents or shareholders of the Trusts individually, but are binding solely upon
the assets and property of the Trusts. The Distributor further acknowledges that the
assets and liabilities of each Fund that is a series of a Trust are separate and distinct
and that the obligations of or arising out of this Agreement with respect to each Fund that is a
series of a Trust are binding solely upon the assets or property of such Fund. The
Distributor also agrees that obligations of or arising out of this Agreement with respect to each
Fund that is a series of a Trust shall be several and not joint, in accordance with its
proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise)
against any Fund for the obligations of another Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their officers designated below as of the day and year first above written.
| EACH TRUST DESIGNATED IN SCHEDULE I, | ||||||
| on behalf of its respective Funds, if any | ||||||
| By: | /s/ J. Xxxxx Xxxxxxxxxxx
|
|||||
| Name: J. Xxxxx Xxxxxxxxxxx | ||||||
| Title: President | ||||||
| COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. | ||||||
| By: | /s/ Xxxx Xxx Xxxxx
|
|||||
| Name: Xxxx Xxx Xxxxx | ||||||
| Title: Senior Vice President | ||||||
Schedule I
As of March 7, 2010
As of March 7, 2010
RiverSource Variable Series Trust |
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 |
RiverSource Variable Portfolio — Balanced Fund |
RiverSource Variable Portfolio — Cash Management Fund |
RiverSource Variable Portfolio — Core Equity Fund |
RiverSource Variable Portfolio — Diversified Bond Fund |
RiverSource Variable Portfolio — Diversified Equity Income Fund |
RiverSource Variable Portfolio — Dynamic Equity 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 — Limited Duration Bond 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 — Strategic Income Fund |
Xxxxxxxx Global Technology Portfolio |
Xxxxxxxx Variable Portfolio — Growth Fund |
Xxxxxxxx Variable Portfolio — Larger-Cap Value Fund |
Xxxxxxxx Variable Portfolio — Smaller-Cap Value Fund |
Threadneedle Variable Portfolio — Emerging Markets Fund |
Threadneedle Variable Portfolio — International Opportunity Fund |
Variable Portfolio — Aggressive Portfolio |
Variable Portfolio — AllianceBernstein International Value Fund |
Variable Portfolio — American Century Diversified Bond Fund |
Variable Portfolio — American Century Growth Fund |
Variable Portfolio — Columbia Xxxxxx International Equities Fund |
Variable Portfolio — Columbia Xxxxxx U.S. Equities Fund |
Variable Portfolio — Conservative Portfolio |
Variable Portfolio — Xxxxx New York Venture Fund |
Variable Portfolio — Xxxxx Xxxxx Floating-Rate Income Fund |
Variable Portfolio — Xxxxxxx Xxxxx Mid Cap Value Fund |
Variable Portfolio — Invesco International Growth Fund |
Variable Portfolio — X.X. Xxxxxx Core Bond Fund |
Variable Portfolio — Xxxxxxxx Mid Cap Growth Fund |
Variable Portfolio — Xxxxxxx Growth Fund |
Variable Portfolio — MFS Value Fund |
Variable Portfolio — Moderate Portfolio |
Variable Portfolio — Moderately Aggressive Portfolio |
Variable Portfolio — Moderately Conservative Portfolio |
Variable Portfolio — Mondrian International Small Cap Fund |
Variable Portfolio — Xxxxxx Xxxxxxx Global Real Estate Fund |
Variable Portfolio — NFJ Dividend Value Fund |
Variable Portfolio — Nuveen Xxxxxxx Large Cap Growth Fund |
Variable Portfolio — Partners Small Cap Growth Fund |
Variable Portfolio — Partners Small Cap Value Fund |
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund |
Variable Portfolio — Pyramis International Equity Fund |
Variable Portfolio — Xxxxx Fargo Short Duration Government Fund |
Xxxxxxxx Portfolios, Inc. |
Xxxxxxxx Capital Portfolio |
SCHEDULE II
COMPENSATION
COMPENSATION TO DISTRIBUTOR. In connection with the distribution of Shares, Distributor will be
entitled to receive payments pursuant to any Distribution Plan and related agreement from time to
time in effect between any Fund and Distributor or any particular class of shares of a Fund (“12b-1
Plan”).
Approved: Sept. 7, 2010
