Exhibit (e)(2)
DISTRIBUTION AGREEMENT
AMENDED AND RESTATED
This Distribution Agreement, effective as of August 1, 2006, amended and
restated September 11, 2007 ("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, as amended ("1940 Act"), 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 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.
(b) The price Distributor will pay to the Fund is the net asset value,
determined as set forth in the prospectus.
(c) The shares will be resold by Distributor 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.
(d) The Fund or its transfer agent shall be promptly advised of all orders
received.
(e) 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.
(f) Distributor or the Fund may in its discretion refuse to accept orders
for shares and the Distributor may provide similar discretion to
Selling Dealers.
(g) Distributor in its sole discretion and as disclosed in the prospectus
or as otherwise required will determine the compensation paid to
Selling Dealers.
(h) 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.
(4) Distributor agrees to comply with the requirements of Rule 22c-2 of the
1940 Act, including entering into Shareholder Information Agreements with
authorized Selling Dealers.
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
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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 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.
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(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.
(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
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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.
(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.
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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 SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SERIES TRUST
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/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
President
RIVERSOURCE DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
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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 SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SERIES TRUST
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.
