PLAN OF DISTRIBUTION AND
AMENDED AND RESTATED AGREEMENT OF DISTRIBUTION
The Plan of Distribution ("Plan") and the Agreement of Distribution
("Agreement") effective August 1, 2006, amended and restated November 12, 2008
(together "Plan and Agreement"), is by and between RiverSource Distributors,
Inc. ("RiverSource Distributors" or the "Distributor"), a Delaware corporation,
principal underwriter of the RiverSource Funds pursuant to a separate
distribution agreement ("Distribution Agreement"), for distribution services to
the Funds, and the Corporations and Trusts ("Registrants"), each acting
separately on behalf of its underlying series (each a "fund" and collectively
the "funds") and share classes, 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 adopted or approved by
members of the Board of Directors or 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
("independent Board members"), 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 Funds will reimburse the Distributor for expenses incurred in
connection with distributing the Funds' shares, providing personal
service to shareholders, and maintaining shareholder accounts, as set
forth in the fee schedule included in Schedule A.
2. Services Provided and Expenses Borne by Distributor
2.1. The Distributor 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 the Distributor (or an affiliate
of the Distributor) may compensate financial intermediaries, including
brokers, dealers, banks, registered investment advisers, financial
advisors, retirement plan administrators, third party administrators
and any others having a selling, administration or similar agreement
with the Distributor (a "financial intermediary") for providing
services to record or beneficial owners of Fund shares or otherwise in
connection with the distribution or servicing of Fund shares.
3. Distribution Fees and Service Fees
3.1 Service Fees. As partial consideration for the shareholder and account
maintenance services performed by the Distributor directly or through
a financial intermediary in the performance of its obligations under
an agreement with the Distributor, the Funds shall reimburse the
Distributor at a rate not to exceed the rates set forth in Schedule A.
These services include assisting in establishing and maintaining
shareholder accounts and records, assisting with purchase, redemption
and exchange requests, arranging for bank wires, monitoring dividend
payments from the Funds on behalf of shareholders, forwarding certain
shareholder communications from Funds to shareholders, receiving and
responding to inquiries and answering questions regarding the Funds,
and aiding in maintaining the investment of shareholders in the Funds.
3.2. Distribution Fees. As partial consideration for the services performed
as specified in the Distribution Agreement and expenses incurred in
the performance of its obligations directly or, through a financial
intermediary, under the Distribution Agreement, the Funds shall
reimburse the Distributor at a rate not to exceed the rates set forth
in Schedule A. Distribution fees reimburse the Distributor for its
expenses incurred in connection with any activity that is principally
intended to result in the sale of Fund shares. These expenses include
payment of
RiverSource Distributors - 12b-1 Plan and Agreement
Page 2
commissions (including pre-paid commissions) to financial
intermediaries for the sale of Fund shares, including interest or
imputed interest on pre-paid commissions, printing prospectuses and
reports used for sales purposes, the preparation, printing and
distribution of advertising and sales literature, personnel, travel,
office expense and equipment, and other distribution-related expenses.
3.3. Reimbursement. Expenses incurred as a result of services provided
under Sections 3.1 and 3.2, may be carried forward as unreimbursed
expenses and shall continue to be eligible for reimbursement subject
to termination of the Agreement or the Plan as provided under Section
8.1.
3.4. Notwithstanding any other provision of this Plan and Agreement, the
Funds are not obligated and are in no way liable to make any payment
to any person or entity other than directly to the Distributor.
4. Reports
4.1 The Distributor agrees to monitor implementation of the Plan and the
level and quality of services it provides.
4.2 The Distributor agrees to provide at least quarterly an analysis of
expenses under this Agreement, including any payments to financial
intermediaries, and to meet with representatives of the Funds as
reasonably requested to provide additional information.
5. Contingent Deferred Sales Charges
5.1. For Funds with Class B shares, for each purchase of Class B shares,
the Class B shares will be converted to Class A shares in the ninth
year of ownership.
5.2. For Funds with Class B shares, the Funds understand that if a
shareholder redeems Class B shares before they are converted to Class
A shares, the Distributor will impose a sales charge directly on the
redemption proceeds to cover those distribution expenses (including
pre-paid commissions) it has previously incurred on the sale of those
shares.
5.3. For Funds with Class C shares, the Funds understand that if a
shareholder redeems Class C shares in the first year of ownership, the
Distributor will impose a sales charge directly on the redemption
proceeds to cover those distribution expenses (including pre-paid
commissions) it has previously incurred on the sale of those shares.
6. Duration of the Plan and Agreement
6.1. The Plan and Agreement shall continue in effect for a period of more
than one year provided it is approved at least annually in the manner
provided in the Investment Company Act of 1940 (the "1940 Act").
7. Amendments to the Plan and Agreement
7.1. 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 at least a majority of the outstanding shares of the
relevant class. Neither the Plan nor the Agreement may be amended in
any other material respect except with the approval of a majority of
independent Board members. Amendments required to conform the Plan or
the Agreement to changes in rule 12b-1 or to other changes in
RiverSource Distributors - 12b-1 Plan and Agreement
Page 3
the 1940 Act or the rules and regulations under the 1940 Act are not
deemed to be material amendments.
8. Termination
8.1. This Agreement may be terminated as to any class of the Funds at any
time without payment of any penalty by a vote of a majority of the
independent Board members, or by vote of a majority of the outstanding
shares of the relevant class, or by the Distributor. The Plan shall
continue until terminated by action of the independent Board members,
and the related Agreement will terminate automatically in the event of
its assignment as that term is defined in the 1940 Act.
9. Severability
9.1. The provisions of this Plan are severable with respect to each class
of shares offered by a Fund and with respect to each Fund.
10. Massachusetts Business Trusts.
10.1. 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.
11. Applicable Law
11.1. This Plan and Agreement shall be governed by the laws of the State of
Minnesota.
RiverSource Distributors - 12b-1 Plan and Agreement
Page 4
IN WITNESS THEREOF, 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 SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SERIES TRUST
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.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
RIVERSOURCE DISTRIBUTORS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
RiverSource Distributors - 12b-1 Plan and Agreement
Page 5
SCHEDULE A
FOR FUNDS OTHER THAN MONEY MARKET FUNDS:
Each Registrant is a Minnesota corporation except RiverSource California
Tax-Exempt Trust, RiverSource Special Tax-Exempt Series Trust, and RiverSource
Series Trust, which are Massachusetts business trusts:
CLASSES
---------------------------------
FUNDS A B C D R2 R3 W
------------------------------------------------------ --- --- --- --- --- --- ---
RiverSource Bond Series, Inc.
RiverSource Floating Rate A B C -- -- -- W
RiverSource Income Opportunities A B C -- -- -- --
RiverSource Inflation Protected Securities A B C -- -- -- W
RiverSource Limited Duration Bond A B C -- -- -- W
RiverSource California Tax-Exempt Trust
RiverSource California Tax-Exempt A B C -- -- -- --
RiverSource Dimensions Series, Inc.
RiverSource Disciplined Small and Mid Cap Equity A B C -- -- -- W
RiverSource Disciplined Small Cap Value A B C -- R2 R3 --
RiverSource Diversified Income Series, Inc.
RiverSource Diversified Bond A B C -- R2 R3 W
RiverSource Equity Series, Inc.
RiverSource Mid Cap Growth A B C -- -- -- --
RiverSource Global Series, Inc.
RiverSource Absolute Return Currency and Income A B C -- -- -- W
RiverSource Emerging Markets Bond A B C -- -- -- W
RiverSource Global Bond A B C -- -- -- W
RiverSource Global Technology A B C -- -- -- --
Threadneedle Emerging Markets A B C -- -- -- --
Threadneedle Global Equity A B C -- R2 R3 W
Threadneedle Global Equity Income A B C -- R2 R3 --
Threadneedle Global Extended Alpha A B C -- R2 R3 --
RiverSource Government Income Series, Inc.
RiverSource Short Duration U.S. Government A B C -- -- -- W
RiverSource U.S. Government Mortgage A B C -- -- -- --
RiverSource High Yield Income Series, Inc.
RiverSource High Yield Bond A B C -- R2 R3 W
RiverSource Income Series, Inc.
RiverSource Income Builder Basic Income A B C -- -- -- --
RiverSource Income Builder Moderate Income A B C -- -- -- --
RiverSource Income Builder Enhanced Income A B C -- -- -- --
RiverSource International Series, Inc.
RiverSource Disciplined International Equity A B C -- R2 R3 W
Threadneedle European Equity A B C -- -- -- --
Threadneedle International ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇ ▇ -- ▇▇ ▇▇ --
▇▇▇▇▇▇▇▇▇▇▇ International Managers Series, Inc.
RiverSource Partners International Select Growth A B C -- -- -- --
RiverSource Partners International Select Value A B C -- -- -- --
RiverSource Partners International Small Cap A B C -- -- -- --
RiverSource Investment Series, Inc.
RiverSource Balanced A B C -- -- -- --
RiverSource Disciplined Large Cap Growth A B C -- R2 R3 W
RiverSource Disciplined Large Cap Value A B C -- R2 R3 W
RiverSource Diversified Equity Income A B C -- R2 R3 W
RiverSource Distributors - 12b-1 Plan and Agreement
Page 6
CLASSES
---------------------------------
FUNDS A B C D R2 R3 W
------------------------------------------------------ --- --- --- --- --- --- ---
RiverSource Mid Cap Value A B C -- R2 R3 W
RiverSource Large Cap Series, Inc.
RiverSource Disciplined Equity A B C -- R2 R3 W
RiverSource Growth A B C -- R2 R3 W
RiverSource Large Cap Equity A B C -- R2 R3 --
RiverSource Large Cap Value A B C -- R2 R3 --
RiverSource Managers Series, Inc.
RiverSource Partners Aggressive Growth A B C -- R2 R3 --
RiverSource Partners Fundamental Value A B C -- -- -- --
RiverSource Partners Select Value A B C -- -- -- --
RiverSource Partners Small Cap Equity A B C -- --
RiverSource Partners Small Cap Value A B C -- --
RiverSource Market Advantage Series, Inc.
RiverSource Portfolio Builder Conservative A B C -- -- -- --
RiverSource Portfolio Builder Moderate Conservative A B C -- -- -- --
RiverSource Portfolio Builder Moderate A B C -- -- -- --
RiverSource Portfolio Builder Moderate Aggressive A B C -- -- -- --
RiverSource Portfolio Builder Aggressive A B C -- -- -- --
RiverSource Portfolio Builder Total Equity A B C -- -- -- --
RiverSource S&P 500 Index -- -- -- D -- -- --
RiverSource Small Company Index A B -- -- -- -- --
RiverSource Sector Series, Inc.
RiverSource Dividend Opportunity A B C -- R2 R3 W
RiverSource Real Estate A B C -- -- -- W
RiverSource Selected Series, Inc.
RiverSource Precious Metals and Mining A B C -- -- -- --
RiverSource Series Trust
RiverSource 120/20 Contrarian Equity A B C -- -- -- --
RiverSource 130/30 U.S. Equity A B C -- -- -- --
RiverSource Retirement Plus 2010 A -- -- -- R2 R3 --
RiverSource Retirement Plus 2015 A -- -- -- R2 R3 --
RiverSource Retirement Plus 2020 A -- -- -- R2 R3 --
RiverSource Retirement Plus 2025 A -- -- -- R2 R3 --
RiverSource Retirement Plus 2030 A -- -- -- R2 R3 --
RiverSource Retirement Plus 2035 A -- -- -- R2 R3 --
RiverSource Retirement Plus 2040 A -- -- -- R2 R3 --
RiverSource Retirement Plus 2045 A -- -- -- R2 R3 --
RiverSource Recovery and Infrastructure A B C -- R2 R3 --
RiverSource Special Tax-Exempt Series Trust
RiverSource Minnesota Tax-Exempt A B C -- -- -- --
RiverSource New York Tax-Exempt A B C -- -- -- --
RiverSource Strategy Series, Inc.
RiverSource Equity Value A B C -- R2 R3 W
RiverSource Partners Small Cap Growth A B C -- R2 R3 --
RiverSource Small Cap Advantage A B C -- R2 R3 --
RiverSource Strategic Allocation Series, Inc.
RiverSource Strategic Allocation A B C -- R2 R3 --
RiverSource Strategic Income Allocation A B C -- R2 R3 --
RiverSource Tax-Exempt Income Series, Inc.
RiverSource Tax-Exempt High Income A B C -- -- -- --
RiverSource Tax-Exempt Series, Inc.
RiverSource Intermediate Tax-Exempt A B C -- -- -- --
RiverSource Distributors - 12b-1 Plan and Agreement
Page 7
CLASSES
---------------------------------
FUNDS A B C D R2 R3 W
------------------------------------------------------ --- --- --- --- --- --- ---
RiverSource Tax-Exempt Bond A B C -- -- -- --
FEE SCHEDULE
The fee maximum for services under this Plan and Agreement shall be the lesser
of the amount of expenses eligible for reimbursement (including any unreimbursed
expenses) or a rate equal on an annual basis to the following percentage of the
average daily net assets of the Fund attributable to the applicable class:
CLASS FEE
----- ----
A 0.25%
B 1.00%
C 1.00%
D 0.25%
R2 0.50%
R3 0.25%
W 0.25%
For Class A, Class D and Class W shares, the fee shall be paid to the
Distributor in cash within five (5) business days after the last day of each
quarter.
For Class B and Class C shares, the maximum fee under this Plan and 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 share, respectively. Of that
amount, up to 0.75% shall be reimbursed for distribution expenses. The fee shall
be paid to the Distributor in cash within five (5) business days after the last
day of each month. Up to an additional 0.25% shall be reimbursed for shareholder
servicing expenses. The fee shall be paid to the Distributor in cash within five
(5) business days after the last day of each quarter.
For Class R2 and Class R3, the maximum fee under this Plan and Agreement, which
shall be reimbursed for distribution expenses, will be equal on an annual basis
of 0.50% of the average daily net assets of the Funds attributable to Class R2
shares and 0.25% of the average daily net assets of the Funds attributable to
Class R3 shares. Of that amount, for Class R2, up to 0.25% may be reimbursed for
shareholder servicing expenses. The fee shall be paid to the Distributor in cash
within five (5) business days after the last day of each quarter.
RiverSource Distributors - 12b-1 Plan and Agreement
Page 8
FOR MONEY MARKET FUNDS:
Each Registrant is a Minnesota Corporation:
CLASSES
-----------------------
FUNDS A B C S W
------------------------------------------------ --- --- --- --- ---
RiverSource Money Market Series, Inc.
RiverSource Cash Management A B C -- W
RiverSource Tax-Exempt Money Market Series, Inc.
RiverSource Tax-Exempt Money Market A -- -- -- --
FEE SCHEDULE
The maximum fee for services under this Plan and Agreement shall be the lesser
of the amount of expenses eligible for reimbursement (including any unreimbursed
expenses) or a rate equal on an annual basis to the following percentage of the
average daily net assets of the Fund attributable to the applicable class.
CLASS FEE
----- ----
A 0.10%
B 0.85%
C 0.75%
W 0.10%
For Class A and Class W shares, the fee shall be paid to the Distributor in cash
within five (5) business days after the last day of each quarter.
For Class B shares, the maximum fee under this Plan and Agreement will be equal
on an annual basis to 0.85% of the average daily net assets of the Fund
attributable to Class B shares. Of that amount, up to 0.75% shall be reimbursed
for distribution expenses. The fee shall be paid to the Distributor in cash
within five (5) business days after the last day of each month. Up to an
additional 0.10% shall be reimbursed for shareholder servicing expenses. The fee
shall be paid to the Distributor in cash within five (5) business days after the
last day of each quarter.
For Class C shares, the maximum fee under this Agreement will be equal on an
annual basis to 0.75% of the average daily net assets of the Funds attributable
to Class C shares for distribution expenses. The fee shall be paid to the
Distributor in cash within five (5) business days after the last day of each
month.
