PLAN AND AGREEMENT OF DISTRIBUTION
(Class D)
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 Fund, for distribution
services to the Fund, and AXP Market Advantage Series, Inc., a Minnesota
corporation, on behalf of its underlying series RiverSource S&P 500 Index Fund
(the "Fund").
The Plan and Agreement are separate and each has been approved by members of the
Board of Directors (the "Board") of the Fund who are not interested persons of
the Fund 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 Fund will reimburse Ameriprise Financial Services for expenses
incurred in connection with distributing the Fund's shares and
providing personal service to shareholders. These expenses include
sales commissions; business, employee and financial advisor expenses
charged to distribution of Class D shares; and overhead appropriately
allocated to the sale of Class D 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. The fee under this Agreement will be equal on an annual basis to 0.25%
of the average daily net assets of the Fund. 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. Ameriprise Financial Services agrees to provide at least quarterly an
analysis of expenses under this Agreement and to meet with
representatives of the Fund as reasonably requested to provide
additional information.
6. 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.
7. Neither the Plan nor the Agreement may be amended to increase
materially the amount that may be paid by the Fund without the
approval of a least a majority of the outstanding shares. Any other
amendment to the Plan or the Agreement must be approved in the manner
in which the Plan or Agreement was initially approved.
8. This Agreement may be terminated 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 Fund and have no financial interest in
the operation of the Plan and Agreement, or by vote of a majority of
the outstanding shares, or by Ameriprise Financial Services. The Plan
shall continue until terminated by action of the members of the Fund's
Board who are not interested persons of the Fund 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.
9. This Plan and Agreement shall be governed by the laws of the State of
Minnesota.
AXP MARKET ADVANTAGE SERIES, INC.
RiverSource S&P 500 Index Fund
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇
Vice President
AMERIPRISE FINANCIAL SERVICES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President and General Manager- Mutual Funds
