-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7wf70F1EL15VnYzHSu8X0E1MhzXralVbIpGO+XRiizA6k10entPQQEzLfK6Her3 ZNPaHind4E1NIBo0tmT6eQ== 0000950123-10-012037.txt : 20100212 0000950123-10-012037.hdr.sgml : 20100212 20100212125543 ACCESSION NUMBER: 0000950123-10-012037 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100408 FILED AS OF DATE: 20100212 DATE AS OF CHANGE: 20100212 EFFECTIVENESS DATE: 20100212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RiverSource LaSalle International Real Estate Fund, Inc. CENTRAL INDEX KEY: 0001392577 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-22031 FILM NUMBER: 10596923 BUSINESS ADDRESS: STREET 1: 50606 AMERIPRISE FINANCIAL CENTER STREET 2: H27/5228 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 612-671-4321 MAIL ADDRESS: STREET 1: 50606 AMERIPRISE FINANCIAL CENTER STREET 2: H27/5228 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: Seligman LaSalle International Real Estate Fund, Inc. DATE OF NAME CHANGE: 20070309 DEF 14A 1 c55102def14a.htm DEF 14A def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
o   Preliminary Proxy Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ   Definitive Proxy Statement
o   Definitive Additional Materials
o   Soliciting Material Pursuant to §240.14a-12
RIVERSOURCE LASALLE INTERNATIONAL REAL ESTATE FUND, INC.  
 
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ   No fee required.
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)   Title of each class of securities to which transaction applies:
 
     
     
 
 
  (2)   Aggregate number of securities to which transaction applies:
 
     
     
 
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
     
     
 
 
  (4)   Proposed maximum aggregate value of transaction:
 
     
     
 
 
  (5)   Total fee paid:
 
     
     
 
o   Fee paid previously with preliminary materials.
 
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)   Amount Previously Paid:
 
     
     
 
 
  (2)   Form, Schedule or Registration Statement No.:
 
     
     
 
 
  (3)   Filing Party:
 
     
     
 
 
  (4)   Date Filed:
 
     
     
 


 

RiverSource LaSalle International
Real Estate Fund, Inc.
 
c/o Board Services Corporation
901 Marquette Avenue South, Suite 2810
Minneapolis, Minnesota 55402
Toll-Free Telephone (800) 937-5449
 
Notice of Annual Meeting of
Stockholders to be held on April 8, 2010
 
To the Stockholders:
 
The Second Annual Meeting of Stockholders (the “Meeting”) of RiverSource LaSalle International Real Estate Fund, Inc. (formerly, Seligman LaSalle International Real Estate Fund, Inc.), a Maryland corporation (the “Fund”), will be held at The Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota 55402, on April 8, 2010, at 1 p.m., local time, for the following purposes:
 
  (1)  To elect five Directors, one of which to hold office until the 2012 Annual Meeting of Stockholders and four of which to hold office until the 2013 Annual Meeting of Stockholders and all until their successors are elected and qualify;
 
  (2)  To consider a proposal to ratify the selection of Ernst & Young LLP as the Fund’s independent registered public accounting firm; and
 
  (3)  To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof;
 
all as more fully set forth in the Proxy Statement accompanying this Notice. You will need proof of record ownership of the Fund’s stock or, if your shares are held in street name, a proxy from the record holder.
 
The close of business on February 12, 2010 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof.
 
Your vote is very important. Whether or not you plan to attend the Meeting, and regardless of the number of shares you own, we urge you to vote by promptly signing, dating and returning the enclosed Proxy Card, or by authorizing your proxy by telephone or the Internet as described in the enclosed Proxy Card.


 

If you have any questions or need additional information, please contact Georgeson Inc., the Fund’s proxy solicitors, at 199 Water Street, New York, New York 10038, or by telephone at 1-888-679-2865.
 
By order of the Board of Directors,
 
-s- Scott R. Plummer
Scott R. Plummer
Secretary
 
Dated: Minneapolis, MN, February 12, 2010
 
 
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN.
 
You may authorize your proxy by telephone, the Internet, or by completing, dating and signing the enclosed Proxy Card, and returning it in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. In order to avoid the additional expense of further solicitation, we ask your cooperation in authorizing your proxy promptly by telephone, the Internet, or by mailing the enclosed Proxy Card promptly.


 

February 12, 2010
 
RiverSource LaSalle International Real Estate Fund, Inc.
 
c/o Board Services Corporation
901 Marquette Avenue South, Suite 2810, Minneapolis, Minnesota 55402
 
PROXY STATEMENT
 
Annual Meeting of Stockholders to be held on April 8, 2010
 
This Proxy Statement is furnished to you in connection with the solicitation of Proxies by RiverSource LaSalle International Real Estate Fund, Inc. (formerly, Seligman LaSalle International Real Estate Fund, Inc.), a Maryland corporation (the “Fund”), to be used at the Second Annual Meeting of Stockholders (the “Meeting”) to be held at The Marquette Hotel, 710 Marquette Avenue, Minneapolis MN 55402, on April 8, 2010, at 1 p.m., local time. It is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy will first be mailed to Stockholders on or about February 18, 2010.
 
If you properly authorize your proxy by the Internet or telephonically or by executing and returning the enclosed Proxy Card, and your proxy is not subsequently revoked, your votes will be cast at the Meeting, and any postponement or adjournment thereof. If you give instructions, your votes will be cast in accordance with your instructions. If you return your signed Proxy Card without instructions, your votes will be cast (i) FOR the election of the five Directors named in Proposal 1 and (ii) FOR the ratification of the selection of an independent registered public accounting firm for the Fund (Proposal 2). Your votes will be cast in the discretion of the Proxy holders on any other matter that may properly have come before the Meeting and any postponement or adjournment thereof, including, but not limited to, proposing and/or voting on the adjournment or postponement of the Meeting with respect to one or more Board proposals in the event that sufficient votes in favor of any Board proposal are not received. If you execute, date and submit a proxy card that is received by the Fund prior to the Meeting, you may revoke that proxy or change it by written notice to the Fund (Attention: Secretary), by submitting a subsequently executed and dated proxy card, by authorizing your proxy by telephone or Internet on a later date or by attending the Meeting and casting your vote in person. If you authorize your proxy by telephone or through the Internet, you may revoke it by authorizing a subsequent proxy by telephone or Internet, by completing, signing and returning a proxy card dated as of a date that is later than your last telephone or Internet proxy authorization or by attending the Meeting and casting your vote in person. Attending the Meeting will not automatically revoke your prior proxy.
 
The close of business on February 12, 2010 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. On that date, the Fund had outstanding 9,485,832 shares of common stock, par value $0.01 per share (the “Common Stock”),


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each share being entitled to one vote. For all matters to be voted upon, an abstention or broker non-vote will not be considered a vote cast. Abstentions and broker non-votes, if any, will be considered present for the purpose of determining the presence of a quorum. For purposes of the vote on the election of each nominee for Director (Proposal 1), abstentions and broker non-votes, if any, with respect to a Director will have the same effect as a vote against that Director. For purposes of the vote on ratification of the selection of an independent registered public accounting firm (Proposal 2), abstentions and broker non-votes, if any, will have no effect on the result of the vote.
 
The presence in person or by proxy of Stockholders entitled to cast a majority of all the votes entitled to be cast at the Meeting shall constitute a quorum. In the event that a quorum is not present at the Meeting or, even if a quorum is so present, in the event that sufficient votes in favor of any Board proposal (including the election of each of the Board’s nominees for Director) are not received and tabulated prior to the time the Meeting is called to order, the chairman of the Meeting may adjourn the Meeting with no notice other than an announcement at the Meeting and further solicitation may be made with respect to such Board proposal. If a vote to adjourn the Meeting with respect to one or more of the Board’s proposals is called, the votes of Stockholders indicating a vote for, or not providing instructions with respect to, a Board proposal in their Proxies will be cast for adjournment with respect to that proposal and votes of Stockholders indicating a vote against such a Board proposal will be cast against adjournment with respect to that proposal.
 
RiverSource Investments, LLC (“RiverSource Investments” or the “Manager”), a wholly owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise Financial”), is the investment manager of the Fund (effective as of November 7, 2008 in connection with RiverSource Investments’ acquisition of J. & W. Seligman & Co. Incorporated (“Seligman”)). The Fund is subadvised by LaSalle Investment Management (Securities), L.P. (“LaSalle U.S.”) and LaSalle Investment Management Securities B.V. (“LaSalle B.V.”) pursuant to a subadvisory agreement between RiverSource Investments and LaSalle U.S. and a delegation agreement between LaSalle U.S. and LaSalle B.V., respectively. Ameriprise Financial serves as administrative services agent for the Fund and provides or compensates others to provide administrative services to the Fund and the other funds in the RiverSource Family of Funds. RiverSource Investments and Ameriprise Financial are located at 734 and 1099, respectively, Ameriprise Financial Center, Minneapolis, Minnesota 55474.
 
The Fund will furnish, without charge, a copy of its most recent annual report and most recent semi-annual report to any Stockholder upon request by calling 1-800-937-5449.
 
American Stock Transfer and Trust Company (“AST”) is the Fund’s transfer agent, registrar, dividend disbursing and paying agent and stockholder servicing agent. AST is located at 59 Maiden Lane, New York, New York 10038. If you have elected to receive one Proxy Statement for all accounts maintained by members of your household and such accounts are held directly with AST, AST will deliver promptly upon written request to AST at the address provided in the preceding sentence, a separate copy of the Proxy Statement for a separate account. If you are currently receiving multiple copies of


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the Proxy Statement and wish, in the future, to receive only one copy for all accounts maintained by members of your household and your accounts are held directly with AST, please contact AST. If you maintain your Fund account through a financial intermediary and wish to make a change to the number of Proxy Statements received by you and members of your household, you must contact that financial intermediary.
 
Election of Directors
(Proposal 1)
 
The Fund’s stockholders elect members of the Fund’s Board of Directors (the “Board”) that oversee the Fund’s operations. The Board is presently comprised of twelve Directors. Under the current Board policy, members generally serve until the end of the Board meeting following the mandatory retirement age established by the Board, or the fifteenth anniversary of the first Board meeting they attended as members of the Board. The Board is divided into three classes, each of which currently consists of four Directors. Members of each class hold office for a term of three years and until their successors are elected and qualify. The term of one class expires in each year.
 
At the Meeting, five Directors are to be elected. Ms. Anne P. Jones and Messrs. Arne H. Carlson, John F. Maher and Leroy C. Richie, each of whose current term will expire at the 2010 Meeting, and Mr. William F. Truscott, whose current term was to expire at the 2012 Annual Meeting, have been unanimously recommended by the Board Governance Committee of the Board for election to the class whose term will expire, except for Ms. Jones, in 2013, and 2012 for Ms. Jones, and when their successors are elected and qualify.
 
Because it is expected that Ms. Jones, Mr. Carlson and Mr. Jeffrey Laikind (a Director who is not standing for re-election at the 2010 Meeting) will retire from the Fund’s Board in November 2010, the Board has set Ms. Jones’ term to expire at the 2012 Annual Meeting and Mr. Truscott is standing for election at the 2010 Meeting (having last been elected at the 2009 Annual Meeting) so that each class of Directors will consist of one-third of the entire Board following such retirements if all nominees are elected by stockholders (i.e., three classes consisting of three Directors). Although it is expected that Ms. Jones and Mr. Carlson will be retiring in November 2010, the Board Governance Committee and the Board determined to nominate them for re-election (albeit for what is expected to be a shortened term) because their extensive experience and qualifications are expected to continue to benefit the Board through the date of their retirement. The Board Governance Committee, which, as described below, recommends to the Board the size, structure and composition of the Board, will evaluate whether to fill vacancies caused by the retirement of Ms. Jones and Mr. Carlson, as well as that of Mr. Laikind. Ms. Jones and Messrs. Carlson, Maher, Richie and Truscott have been nominated by the Board for election by the holders of the Common Stock.
 
It is the intention of the persons named in the accompanying form of Proxy to nominate and to cast your votes for the election of each of Ms. Jones and Messrs. Carlson, Maher, Richie and Truscott. Each nominee has agreed to serve if elected. There is no reason to believe that any of the nominees will become unavailable for election as a Director of the Fund, but if that should occur before the Meeting, votes will be cast for the persons the Board Governance Committee and the Board of Directors recommend.


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Background information regarding Ms. Jones and Messrs. Carlson, Maher, Richie and Truscott, as well as the other Directors of the Fund, follows. Each member oversees 132 portfolios in the RiverSource Family of Funds managed by RiverSource Investments, including the Fund.
 
                 
    Term of
           
    Office if
           
    Elected and
      Other
   
    Length of
      Present or Past
   
    Time Served
  Principal Occupation(s)
  (within past 5 years)
  Committee
Name, Address, Age   for Fund   During Past 5 Years   Directorships   Memberships
 
Independent Director Nominees
                 
Arne H. Carlson
901 Marquette Ave. South,
 Minneapolis, MN 55402
Age 75
  2010-2013; Board member since November 13, 2008   Chair, RiverSource Family Funds, 1999-2006; former Governor of Minnesota   Other funds in the RiverSource Family of Funds   Board Governance, Compliance, Contracts, Executive, Investment Review
                 
Anne P. Jones
901 Marquette Ave. South,
 Minneapolis, MN 55402
Age 75
  2010-2012 Board member since November 7, 2008   Attorney and Consultant   Other funds in the RiverSource Family of Funds   Board Governance, Compliance, Executive, Investment Review, Audit
                 
John F. Maher
901 Marquette Ave. South,
 Minneapolis, MN 55402
Age 66
  2010-2013; Board member since 2006   Retired President and Chief Executive Officer and former Director, Great Western Financial Corporation (financial services), 1986-1997   Other funds in the RiverSource Family of Funds   Distribution, Investment Review, Audit
                 
Leroy C. Richie
901 Marquette Ave. South,
 Minneapolis, MN 55402
Age 68
  2010-2013; Board member since 2000   Counsel, Lewis & Munday, P.C. (law firm) since 1987; and Vice President and General Counsel, Automotive Legal Affairs, Chrysler Corporation, 1990-1997   Digital Ally, Inc. (digital imaging); Infinity, Inc. (oil and gas exploration and production); and, OGE Energy Corp. (energy and energy services); other funds in the RiverSource Family of Funds   Contracts, Distribution, Investment Review
Interested Director Nominee*
                 
William F. Truscott
53600 Ameriprise Financial Center Minneapolis, MN 55474 Age 49
  2010-2013; Board member and Vice President since November 13, 2008   President — U.S. Asset Management and Chief Investment Officer, Ameriprise Financial, Inc. since 2005; President, Chairman of the Board and Chief Investment Officer, RiverSource Investments, LLC since 2001; Director, President and Chief Executive Officer, Ameriprise Certificate Company since 2006; Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006 and of RiverSource Fund Distributors, Inc. since 2008; and Senior Vice President — Chief Investment Officer, Ameriprise Financial, Inc., 2001-2005   Other funds in the RiverSource Family of Funds   None
 
* Interested person by reason of being an officer, director, security holder and employee of RiverSource Investments or Ameriprise Financial.


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Other Directors
 
The other Directors of the Fund who are not standing for election in 2010 are:
 
                 
    Term of
           
    Office and
      Other
   
    Length of
      Present or Past
   
    Time Served
  Principal Occupation(s)
  (within past 5 years)
  Committee
Name, Address, Age
  for Fund   During Past 5 Years   Directorships   Memberships
 
Independent Directors
                 
Kathleen Blatz
901 Marquette Ave. South,
Minneapolis, MN 55402 Age 55
  2009-2012; Board member since November 13, 2008   Attorney; Chief Justice, Minnesota Supreme Court, 1998-2006   Other funds in the RiverSource Family of Funds   Board Governance, Compliance, Investment Review, Audit
                 
Pamela G. Carlton
901 Marquette Ave. South,
Minneapolis, MN 55402 Age 55
  2009-2012; Board member since November 13, 2008   President, Springboard-Partners in Cross Cultural Leadership (consulting company)   Other funds in the RiverSource Family of Funds   Distribution, Investment Review, Audit
                 
Patricia M. Flynn
901 Marquette Ave. South,
Minneapolis, MN 55402 Age 59
  2008-2011; Board member since November 13, 2008   Trustee Professor of Economics and Management, Bentley University; Former Dean, McCallum Graduate School of Business, Bentley University   Other funds in the RiverSource Family of Funds   Board Governance, Contracts, Investment Review
                 
Jeffrey Laikind, CFA
901 Marquette Ave. South,
Minneapolis, MN 55402 Age 74
  2008-2011; Board member since November 13, 2008   Former Managing Director, Shikiar Asset Management   American Progressive Insurance; other funds in the RiverSource Family of Funds   Distribution, Executive, Investment Review, Audit
                 
Stephen R. Lewis, Jr.
901 Marquette Ave. South,
Minneapolis, MN 55402 Age 72
  2008-2011; Board member and Chair of the Board since November 13, 2008   President Emeritus and Professor of Economics, Carleton College   Valmont Industries, Inc. (manufactures irrigation systems); other funds in the RiverSource Family of Funds   Board Governance, Compliance, Contracts, Executive, Investment Review
                 
Catherine James Paglia
901 Marquette Ave. South,
Minneapolis, MN 55402 Age 57
  2008-2011; Board member since November 13, 2008   Director, Enterprise Asset Management, Inc. (private real estate and asset management company)   Other funds in the RiverSource Family of Funds   Board Governance, Compliance, Contracts, Executive, Investment Review
                 
Alison Taunton-Rigby
901 Marquette Ave. South,
Minneapolis, MN 55402 Age 65
  2009-2012; Board member since November 13, 2008   Chief Executive Officer and Director, RiboNovix, Inc. since 2003 (biotechnology); former President, Forester Biotech   Idera Pharmaceuticals, Inc. (biotechnology); Healthways, Inc. (health management programs); other funds in the RiverSource Family of Funds   Contracts, Distribution, Executive, Investment Review


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Beneficial Ownership of Shares of the Fund and River Source Family of Funds
 
As of December 31, 2009, each Director (and Nominee) beneficially owned shares of the Fund and the other investment companies in the River Source Family of Funds as follows:
 
         
    Dollar Range of Common
   
    Shares Owned by Director
   
Name of Director/Nominee
  or Nominee of the Fund   Aggregate Dollar Range of Shares Owned by Director or Nominee of All Funds Overseen or to be Overseen by Director or Nominee of RiverSource Family of Funds
 
Independent Directors/Nominees
Kathleen Blatz
  $1-$10,000   Over $100,000
Arne H. Carlson
  $1-$10,000   Over $100,000
Pamela G. Carlton
  $1-$10,000   $50,001-$100,000
Patricia M. Flynn
  $1-$10,000   Over $100,000
Anne P. Jones
  $1-$10,000   Over $100,000
Jeffrey Laikind
  $1-$10,000   Over $100,000
Stephen R. Lewis, Jr. 
  $1-$10,000   Over $100,000
John F. Maher
  $1-$10,000   Over $100,000
Catherine James Paglia
  $1-$10,000   Over $100,000
Leroy C. Richie
  $1-$10,000   Over $100,000
Alison Taunton-Rigby
  $1-$10,000   Over $100,000
Interested Director Nominee
       
William F. Truscott
  $1-$10,000   Over $100,000
 
As of December 31, 2009, all Directors and officers of the Fund as a group owned beneficially less than 1% of the Fund’s Common Stock.
 
Board Committees
 
The Board is chaired by an Independent Director who has significant additional responsibilities compared to the other Board members, including, among other things: setting the agenda for Board meetings, communicating and meeting regularly with Board members between Board and committee meetings on Fund-related matters with the Fund’s Chief Compliance Officer, counsel to the Independent Directors, and representatives of the Fund’s service providers and overseeing Board Services Corporation. The Board initially approved the investment management services agreement between the Fund and the Manager, the subadvisory agreement between the Manager and LaSalle U.S. and the delegation agreement between LaSalle U.S. and LaSalle B.V. (collectively, the “Advisory Agreements”), and other contracts with the Manager, its affiliates and other service providers. The Fund’s Adivsory Agreements were also approved by Stockholders at a special meeting held on October 28, 2008. Once the contracts are approved, the Board monitors the level and quality of services including commitments of service providers to


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achieve expected levels of investment performance and stockholder services. In addition, the Board oversees that processes are in place to assure compliance with applicable rules, regulations and investment policies and addresses possible conflicts of interest. Annually, the Board evaluates the services received under the contracts by reviewing, among other things, reports covering investment performance, stockholder services, and the Manager’s profitability in order to determine whether to continue existing contracts or negotiate new contracts. The Board also oversees the Fund’s risks, primarily through the functions (described below) performed by the Investment Review Committee, the Audit Committee and the Compliance Committee.
 
The Board of Directors met 5 times during the year ended December 31, 2009. The Board has organized the following standing committees to facilitate its work: Board Governance Committee, Compliance Committee, Contracts Committee, Distribution Committee, Executive Committee, Investment Review Committee and Audit Committee. These Committees are comprised solely of Directors who are not “interested persons” of the Fund as that term is defined in the 1940 Act (i.e., they are independent directors). The table above providing biographical and other information about each Director also includes their respective committee memberships. The duties of these committees are described below.
 
Mr. Lewis, as Chairman of the Board, acts as a point of contact between the independent Directors and the Manager between Board meetings in respect of general matters.
 
Board Governance Committee.  Recommends to the Board the size, structure and composition of the Board and its committees; the compensation to be paid to members of the Board; and a process for evaluating the Board’s performance. The committee also makes recommendations to the Board regarding responsibilities and duties of the Board, oversees proxy voting and supports the work of the Chairman of the Board in relation to furthering the interests of the Fund and other funds in the RiverSource Family of Funds and their shareholders on external matters. The committee, which operates pursuant to a written charter, also reviews candidates for Board membership, including candidates recommended by stockholders. This committee met 5 times during the year ended December 31, 2009.
 
To be considered as a candidate for director, recommendations must include a curriculum vitae and be mailed to the Chairman of the Board, RiverSource Family of Funds, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402-3268. To be timely for consideration by the committee, the submission, including all required information, must be submitted in writing not less than 120 days before the anniversary of the proxy statement for the previous year’s annual meeting of Stockholders. The committee will consider only one candidate submitted by such a Stockholder or group for nomination for election at an annual meeting of Stockholders. The committee will not consider self-nominated candidates or candidates nominated by members of the candidate’s family, including such candidate’s spouse, children, parents, uncles, aunts, grandparents, nieces and nephews. Stockholders who wish to submit a candidate for


7


 

nomination directly to the Fund’s stockholders must follow the procedures described in the Fund’s Bylaws, as posted to the website www.riversource.com.
 
The committee will consider and evaluate candidates submitted by the nominating stockholder or group on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. The committee may take into account a wide variety of factors in considering Director candidates, including (but not limited to): (i) the candidate’s knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director or senior officer of other public or private companies; (iii) the candidate’s educational background; (iv) the candidate’s reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; (vi) the candidate’s perceived ability to contribute to the ongoing functions to the Board, including the candidate’s ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the Fund; (vii) the candidate’s ability to qualify as an independent director; and (viii) such other criteria as the committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors.
 
Members of the committee (and/or the Board) also meet personally with each nominee to evaluate the candidate’s ability to work effectively with other members of the Board, while also exercising independent judgment. Although the Board does not have a formal diversity policy, the Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds. Thus, the committee and the Board accorded particular weight to the individual professional background of each Independent Director. Further, in considering nominations, the Committee takes into account how a candidate’s professional background would fit into the mix of experiences represented by the then-current Board.
 
Compliance Committee.  This committee supports the Fund’s maintenance of a strong compliance program by providing a forum for independent Board members to consider compliance matters impacting the Fund or its key service providers; developing and implementing, in coordination with the Fund’s Chief Compliance Officer (CCO), a process for the review and consideration of compliance reports that are provided to the Board; and providing a designated forum for the Fund’s CCO to meet with independent Board members on a regular basis to discuss compliance matters. This committee met 5 times during the year ended December 31, 2009.
 
Contracts Committee.  This committee reviews and oversees the key contractual relationships with service providers and receives and analyzes reports covering the level and quality of services provided under contracts with the Fund. It also advises the Board regarding actions taken on these contracts during the annual review process. This committee met 6 times during the year ended December 31, 2009.


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Distribution Committee.  This committee reviews and supports product development, marketing, sales activity and practices related to the Fund, and reports to the Board as appropriate. This committee met 4 times during the year ended December 31, 2009.
 
Executive Committee.  This committee acts for the Board between meetings of the Board. This committee met twice during the year ended December 31, 2009.
 
Investment Review Committee.  This committee reviews and oversees the management of the Fund’s assets and considers investment management policies and strategies; investment performance; risk management techniques; and securities trading practices and reports areas of concern to the Board. This committee met 6 times during the year ended December 31, 2009.
 
Audit Committee.  This committee oversees the accounting and financial reporting processes of the Fund and internal controls over financial reporting and oversees the quality and integrity of the Fund’s financial statements and independent audits as well as the Fund’s compliance with legal and regulatory requirements relating to the Fund’s accounting and financial reporting, internal controls over financial reporting and independent audits. The committee also makes recommendations regarding the selection of the Fund’s independent registered public accounting firm (i.e., independent auditors) and reviews and evaluates the qualifications, independence and performance of such firm. The committee oversees the Fund’s risks by, among other things, meeting with the Fund’s internal auditors, establishing procedures for the confidential, anonymous submission by employees of concerns about accounting or audit matters, and overseeing the Fund’s Disclosure Controls and Procedures. This Committee acts as a liason between the independent auditors and the full Board of Directors and must prepare an audit committee report. This committee operates pursuant to a written charter, a copy of which is available at the website www.riversource.com. The members of this committee are “independent” as required by applicable listing standards of the New York Stock Exchange. The report of the Audit Committee, as approved by the Board on February 18, 2009, is attached to this Proxy Statement as Appendix 1. This committee met 6 times during the year ended December 31, 2009.
 
Procedures for Communications to the Board of Directors
 
The Board of Directors has adopted a process for Stockholders to send communications to the Board. To communicate with the Board of Directors or an individual Director, a Stockholder must send written communications to Board Services Corporation, 901 Marquette Avenue South, Minneapolis, Minnesota 55402, addressed to the Board of Directors of RiverSource LaSalle International Real Estate Fund, Inc. or the individual Director. All Stockholder communications received in accordance with this process will be forwarded to the Board of Directors or the individual Director.


9


 

Executive Officers of the Fund
 
Information with respect to Executive Officers, other than Mr. Truscott who is a Vice President, is as follows:
 
         
    Office, Term of Office and
   
Name, Address, Age
  Length of Time Served*   Principal Occupation During Past Five Years
 
Patrick T. Bannigan 172 Ameriprise Financial Center, Minneapolis, MN 55474
Age 44
  President since
November 7, 2008
  Director and Senior Vice President — Asset Management, Products and Marketing, RiverSource Investments, LLC and; Director and Vice President — Asset Management, Products and Marketing, RiverSource Distributors, Inc. since 2006 and of RiverSource Fund Distributors, Inc. since 2008; Managing Director and Global Head of Product, Morgan Stanley Investment Management, 2004-2006; President, Touchstone Investments, 2002-2004
         
Michelle M. Keeley 172 Ameriprise Financial Center, Minneapolis, MN 55474
Age 45
  Vice President since
November 7, 2008
  Executive Vice President — Equity and Fixed Income, Ameriprise Financial, Inc. and RiverSource Investments, LLC since 2006; Vice President — Investments, Ameriprise Certificate Company since 2003; Senior Vice President — Fixed Income, Ameriprise Financial, Inc., 2002-2006 and RiverSource Investments, LLC, 2004-2006
         
Amy K. Johnson 172 Ameriprise Financial Center, Minneapolis, MN 55474
Age 44
  Vice President since
November 7, 2008
  Vice President — Asset Management and Trust Company Services, RiverSource Investments, LLC since 2006; Vice President — Operations and Compliance, RiverSource Investments, LLC, 2004-2006; Director of Product Development — Mutual Funds, Ameriprise Financial, Inc., 2001-2004
         
Scott R. Plummer 172 Ameriprise Financial Center, Minneapolis, MN 55474
Age 50
  Vice President, General Counsel and Secretary since November 7, 2008   Vice President and Chief Counsel -- Asset Management, Ameriprise Financial, Inc. since 2005; Chief Counsel, RiverSource Distributors, Inc. and Chief Legal Officer and Assistant Secretary, RiverSource Investments, LLC since 2006; Chief Counsel, RiverSource Fund Distributors, Inc. since 2008; Vice President, General Counsel and Secretary, Ameriprise Certificate Company since 2005; Vice President — Asset Management Compliance, Ameriprise Financial, Inc., 2004-2005; Senior Vice President and Chief Compliance Officer, USBancorp Asset Management, 2002-2004


10


 

         
    Office, Term of Office and
   
Name, Address, Age
  Length of Time Served*   Principal Occupation During Past Five Years
 
Jeffrey P. Fox 105 Ameriprise Financial Center Minneapolis, MN 55474
Age 54
  Treasurer since June 2009   Vice President — Investment Accounting, Ameriprise Financial, Inc. since 2002; Chief Financial Officer, RiverSource Distributors, Inc. since 2006 and RiverSource Fund Distributors, Inc. since 2008
         
Eleanor T.M. Hoagland 100 Park Avenue, New York, NY 10017 Age 58   Chief Compliance Officer since 2004   Chief Compliance Officer, RiverSource Investments, LLC, Ameriprise Certificate Company and RiverSource Service Corporation since 2009; Chief Compliance Officer for each of the Seligman funds since 2004 and all funds in the RiverSource Family of Funds since 2009; Managing Director, J. & W. Seligman & Co. Incorporated, and Vice-President for each of the Seligman funds, 2004-2008
         
Neysa M. Alecu
2934 Ameriprise Financial Center Minneapolis,
MN 55474
Age 45
  Money Laundering Prevention Officer and Identity Theft Prevention Officer since November 7, 2008   Vice President — Compliance, Ameriprise Financial, Inc. since 2008; Anti-Money Laundering Officer, Ameriprise Financial, Inc. since 2004; Compliance Director, Ameriprise Financial, Inc., 2004-2008.
 
 
* All officers are elected annually by the Board of Directors and serve until their successors are elected and qualify or their earlier resignation.
 
Remuneration of Directors and Officers
 
The independent Board members determine the amount of compensation that they receive, including the amount paid to the Chairman of the Board. In determining compensation for the independent Board members, the independent Board members take into account a variety of factors including, among other things, their collective significant work experience (e.g., in business and finance, government or academia). The independent Board members also recognize that these individuals’ advice and counsel are in demand by other organizations, that these individuals may reject other opportunities because the time demands of their duties as independent Board members, and that they undertake significant legal responsibilities. The independent Board members also consider the compensation paid to independent board members of other mutual fund complexes of comparable size. In determining the compensation paid to the Chairman, the independent Board members take into account, among other things, the Chairman’s significant additional responsibilities (e.g., setting the agenda for Board meetings, communicating or meeting regularly with the Fund’s CCO, counsel to the independent Board members, and the Fund’s service providers) which result in a significantly greater time commitment required of the Chairman. The Chairman’s

11


 

compensation, therefore, has generally been set at a level between 2 and 3 times the level of compensation paid to other independent Board members.
 
The independent Board members are paid an annual retainer of $125,000. Committee and sub-committee chairs each receive an additional annual retainer of $5,000. In addition, independent Board members are paid the following fees for attending Board and committee meetings: $5,000 per day of in-person Board meetings and $2,500 per day of in-person committee or sub-committee meetings (if such meetings are not held on the same day as a Board meeting). Independent Board members are not paid for special meetings conducted by telephone. The Board’s Chairman will receive total annual cash compensation of $430,000. The fees payable to the Chairman as well as the other fees described above that are payable to the other independent directors are the aggregate director/trustee fees paid by all of the funds (other than any fund of funds) in the RiverSource Family of Funds, including the Fund. These fees are accrued monthly based upon the relative net assets of these funds.
 
The independent Board members may elect to defer payment of up to 100% of the compensation they receive in accordance with a Deferred Compensation Plan (the “Deferred Plan”). Under the Deferred Plan, a Board member may elect to have his or her deferred compensation treated as if it had been invested in shares of one or more of the funds in the RiverSource Family of Funds, and the amount paid to the Board member under the Deferred Plan will be determined based on the performance of such investments. Distributions may be taken in a lump sum or over a period of years. The Deferred Plan will remain unfunded for federal income tax purposes under the Internal Revenue Code of 1986, as amended. It is anticipated that deferral of Board member compensation in accordance with the Deferred Plan will have, at most, a negligible impact on the Fund’s assets and liabilities.
 
Total Directors’ fess paid by the Fund to the current independent Directors for the year ended December 31, 2009 were as follows:
 
                 
Number of Independent
        Aggregate Direct
 
Directors     Capacity in which Remuneration was Received   Remuneration  
   
 
  11     Directors and Members of Committees and Sub-Committees   $ 2,234  


12


 

In addition, the attendance, retainer, committee and/or sub-committee fees paid to a Director from the Fund and from all funds in the RiverSource Family of Funds (in their capacity as director/ trustee of such funds) during the year ended December 31, 2009 was as follows:
 
                         
                Total Compensation
 
    Aggregate
    Pension or Retirement
    From the Fund and
 
    Compensation
    Benefits Accrued as
    RiverSource Family
 
Name
  From Fund     Part of Fund Expenses     of Funds*  
 
Kathleen Blatz
  $ 187       -0-     $ 172,500  
Arne H. Carlson
    191       -0-       177,500  
Pamela G. Carlton**
    173       -0-       160,000  
Patricia M. Flynn**
    178       -0-       165,000  
Anne P. Jones
    187       -0-       172,500  
Jeffrey Laikind
    173       -0-       160,000  
Stephen R. Lewis, Jr.**
    430       -0-       400,000  
John F. Maher**
    168       -0-       155,000  
Catherine James Paglia
    191       -0-       177,500  
Leroy C. Richie
    178       -0-       165,000  
Alison Taunton-Rigby
    178       -0-       165,000  
 
 
For the year ended December 31, 2009, there were 132 portfolios in the RiverSource Family of Funds, including the Fund.
 
** Ms. Carlton, Ms. Flynn, Mr. Lewis and Mr. Maher elected to defer a portion of the total compensation payable during the period in the amount of $64,000, $49,500, $60,000 and $155,000, respectively.
 
No compensation is paid by the Fund or other funds in the RiverSource Family of Funds to Directors or officers of the Fund or other funds in the RiverSource Family of Funds, as applicable, who are employees or officers of the Manager or its affiliates.
 
The Fund’s Bylaws require each Director to be elected by the affirmative vote of the holders of a majority of the votes entitled to be cast in the election of a Director.
 
Your Board of Directors Unanimously Recommends that the Stockholders Vote FOR
the Election of Each of the Nominees to Serve as Director of the Fund.


13


 

Ratification of Selection of Independent Registered Public Accounting Firm
(Proposal 2)
 
On January 14, 2010, the Audit Committee of the Board of Directors recommended, and the Board of Directors, including a majority of those members who are not “interested persons” of the Fund (as defined in the 1940 Act), approved Ernst & Young LLP as the independent registered public accounting firm to serve as auditors for the Fund for 2010. Ernst & Young LLP began service as the Fund’s independent registered public accounting firm effective March 18, 2009. Prior to March 11, 2009, the Fund’s independent registered public accounting firm was Deloitte & Touche LLP.
 
The firm of Ernst & Young LLP has extensive experience in investment company accounting and auditing. Ernst & Young LLP has served as the independent registered public accounting firm for the funds in the RiverSource Family of Funds since July 2007. In connection with the acquisition of Seligman, and the Fund becoming part of the RiverSource Family of Funds, the Audit Committee and Board determined that it would be in the best interest of the Fund if one independent registered public accounting firm were to perform audit services for all funds in the RiverSource Family of Funds. Ernst & Young LLP was chosen due to the fact that the firm is familiar with RiverSource Investments and with the management and operations of the funds advised by RiverSource Investments.
 
The report of Deloitte & Touche LLP on the Fund’s financial statements as of and for the fiscal year ended December 31, 2008 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Fund’s fiscal year ended December 31, 2008 and the subsequent interim period preceding the appointment of Ernst & Young LLP, (a) there were no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused them to make reference thereto in their report on the Fund’s financial statements and (b) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Fund furnished a copy of the above disclosure to Deloitte & Touche LLP.
 
During the Fund’s fiscal year ended December 31, 2008 and the subsequent interim period preceding Ernst & Young LLP’s appointment, neither the Fund nor anyone on behalf of the Fund consulted with Ernst & Young LLP on any matter regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Fund’s financial statements, and neither a written report was provided to the Fund nor oral advice was provided that Ernst & Young LLP concluded was an important factor considered by the Fund in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) either a disagreement or a reportable event, as defined in Item 304(a)(1)(iv) and (v) of Regulation S-K, respectively.


14


 

Neither the Fund’s Charter nor the Fund’s Bylaws require that the Stockholders ratify the selection of Ernst & Young LLP as the Fund’s independent registered public accounting firm. The Board of Directors is submitting this matter to the Stockholders as a matter of good corporate practice. If the Stockholders do not ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain Ernst & Young LLP, but may retain such independent registered public accounting firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may change the selection at any time during the year if they determine that such change would be in the best interests of the Fund. It is intended that the persons named in the accompanying form of proxy will vote FOR the ratification of the selection of Ernst &Young LLP. A representative of Ernst & Young LLP will be in attendance at the Meeting and will have the opportunity to make a statement and to respond to appropriate questions.
 
Ernst & Young LLP, in accordance with Public Company Accounting Oversight Board Rule 3526, has confirmed to the Audit Committee that they are independent accountants with respect to the Fund.
 
Ernst & Young LLP has audited the annual financial statements of the Fund and provided tax and other non-audit services to the Fund. Ernst & Young LLP has also rendered audit/non-audit services to the Manager, and other entities controlling, controlled by, or under common control with RiverSource Investments (together, the “Affiliated Service Providers”).
 
In making its recommendation, the Audit Committee considered whether the provision by Ernst & Young LLP to the Fund of non-audit services or of professional services to the Affiliated Service Providers is compatible with maintaining the accountants’ independence and has discussed the accountants’ independence with them.
 
Principal Accountant Fees and Services
 
Aggregate fees billed to the Fund for professional services provided to the Fund for 2009 by Ernst & Young LLP and for 2008 by Deloitte & Touche LLP were as follows:
 
                 
    2009     2008  
 
AUDIT FEES*
  $ 34,625     $ 31,820  
AUDIT-RELATED FEES*
    2,109        
TAX FEES*
    3,498       2,750  
ALL OTHER FEES*
           
 
 
* 100% of the services performed during 2009 and 2008 were pre-approved by the audit committee.
 
Audit fees include amounts related to the audit of the Fund’s annual financial statements and services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees are fees for additional audit-related services rendered related to the semi-annual financial statement review and other consultation and services required to


15


 

complete the audit for the Fund. Tax fees include amounts related to tax compliance services rendered for the Fund. “All Other Fees” include additional professional services rendered for the Fund.          .
 
Aggregate fees billed for non-audit services provided to the Fund and for non-audit services provided to the Affiliated Service Providers that provide ongoing services to the Fund, where the engagement related directly to the operations and financial reporting of the Fund, for 2009 by Ernst & Young LLP and for 2008 by Deloitte & Touche LLP, were $804,293 and $7,000 for 2009 and 2008, respectively, all of which was pre-approved by the Ameriprise Financial Audit Committee and/or the Fund’s Audit Committee. The difference in fees is related to Ernst & Young LLP providing services to Affiliated Service Providers within Ameriprise Financial that were not part of the organizational structure at Seligman in 2008.
 
The Audit Committee is required to preapprove audit and non-audit services performed for the Fund by Ernst & Young LLP. The Audit Committee also is required to preapprove certain non-audit services performed for RiverSource Investments or any entity controlling, controlled by, or under common control with RiverSource Investments that provide services directly related to the operations and financial reporting of the Fund. The Audit Committee has generally delegated preapproval authority to Ms. Anne P. Jones, the Chair of the Audit Committee. Ms. Jones will report any preapproval decisions to the Audit Committee at its next scheduled meeting. Notwithstanding the foregoing, under certain circumstances, preapproval of non-audit services of de minimis amount is not required.
 
The affirmative vote of a majority of the votes cast at the Meeting is required to ratify the selection of Ernst & Young LLP as independent registered public accounting firm for the Fund.
 
Your Board of Directors Unanimously Recommends that the Stockholders Vote FOR
the Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Fund.


16


 

Other Matters
 
The Fund knows of no other matters which are to be brought before the Meeting. However, if any other matters come before the Meeting, it is intended that the persons named in the enclosed form of Proxy, or their substitutes, will vote in accordance with their discretion on such matters.
 
Notice is hereby given that, under the Securities Exchange Act’s stockholder proposal rule (Rule 14a-8), any Stockholder proposal that may properly be included in the Proxy solicitation material for the next Annual Meeting must be received by the Fund no later than October 15, 2010. Timely notice of Stockholder proposals submitted outside of the Rule 14a-8 process must be received by the Fund no earlier than September 21, 2010 and no later than 5:00 P.M., Eastern time, October 15, 2010, to be eligible for presentation at the 2011 Annual Meeting. The Fund’s current Bylaws require that certain information must be provided by the Stockholder to the Fund when notice of a nominee or proposal is submitted to the Fund.
 
Expenses
 
The Fund will bear the cost of soliciting Proxies. In addition to the use of the mails, Proxies may be solicited personally or via facsimile, telephone or the Internet by Directors, officers and employees of the Fund, the Manager and RiverSource Fund Distributors, Inc., and the Fund may reimburse persons holding shares in their names or names of their nominees for their expenses in sending solicitation material to their beneficial owners. The Fund has engaged Georgeson Inc., 199 Water Street, New York, NY 10038 to assist in soliciting proxies for a fee of $7,500 plus expenses.
 
By order of the Board of Directors,
 
-s- Scott R. Plummer
Scott R. Plummer
Secretary


17


 

 
It is important that your shares be voted promptly. All Stockholders, including those who expect to attend the Meeting, are urged to authorize their proxy as soon as possible by accessing the Internet site listed on the enclosed Proxy Card, by calling the toll-free number listed on the enclosed Proxy Card, or by mailing the enclosed Proxy Card in the enclosed return envelope, which requires no postage if mailed in the United States. To enter the Meeting, you will need to present proof of record ownership of RiverSource LaSalle International Real Estate Fund, Inc. stock or, if your shares are held in street name, a proxy from the record holder.


18


 

APPENDIX 1
 
RIVERSOURCE LASALLE INTERNATIONAL REAL ESTATE FUND, INC
(the “Fund”)
 
AUDIT COMMITTEE REPORT
 
The Audit Committee operates pursuant to a written charter that was last amended by the Fund’s Board of Directors (“Board”) on February 18, 2009. The purposes of the Audit Committee are 1) (i) to oversee the accounting and financial reporting processes of the Fund and its internal control over financial reporting; (ii) to oversee or, assist Board oversight of, the quality and integrity of the Fund’s financial statements and the independent audits thereof; (iii) to oversee or, assist Board oversight of, the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) to approve the engagement of the Fund’s independent auditors and to review and evaluate the qualifications, independence and performance of the independent auditors; and (v) to act as liaison between the independent auditors and the full Board; and 2) to prepare this report. Management of the Fund is responsible for the preparation, presentation and integrity of the Fund’s financial statements, the Fund’s accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing the Fund’s financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.
 
In the performance of its oversight function, the Audit Committee has considered and discussed the audited financial statements with management and the independent auditors of the Fund. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as currently in effect. The Audit Committee has also considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent auditors to the Manager and to any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund is compatible with maintaining the auditors’ independence. Finally, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding independence, and has discussed with the auditors the auditors’ independence.
 
The members of the Audit Committee are not full-time employees of the Fund and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent auditors. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the


19


 

audit of the Fund’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Fund’s auditors are in fact “independent.”
 
Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above, the Audit Committee recommended that the Board approve the inclusion of the audited financial statements of the Fund in the Fund’s annual report to Stockholders for the most recent fiscal period.
 
SUBMITTED BY THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
 
Kathleen Blatz
Pamela G. Carlton
Anne P. Jones
Jeffrey Laikind
John F. Maher
 
As approved on February 18, 2009


20


 

 
 
 
RiverSource LaSalle International Real
Estate Fund, Inc.
 
Managed by
RiverSource Investments, LLC,
a wholly owned subsidiary of
Ameriprise Financial, Inc.
 
RIVERSOURCE
LASALLE
INTERNATIONAL
REAL ESTATE
FUND, INC.
 
Notice of Annual Meeting
of Stockholders
and
Proxy Statement
 
 
  Time: April 8, 2010
1 p.m.
 
The Marquette Hotel
710 Marquette Avenue
Minneapolis, MN 55402
 
  Please authorize your proxy by telephone, by the Internet, or by mailing the enclosed Proxy Card in the enclosed return envelope which requires no postage if mailed in the United States.  
 


 

YOUR VOTE IS IMPORTANT
 
 
Please complete, date, sign and mail your proxy card in the
envelope provided as soon as possible.
 
 
TO SUBMIT A PROXY BY MAIL, PLEASE DETACH PROXY CARD HERE
 
 
PROXY RIVERSOURCE LASALLE INTERNATIONAL COMMON
      REAL ESTATE FUND, INC. STOCK 
c/o Board Services Corporation
910 Marquette Avenue South, Suite 2810
Minneapolis, Minnesota 55402
 
The undersigned stockholder of RIVERSOURCE LASALLE INTERNATIONAL REAL ESTATE FUND, INC., a Maryland corporation (the “Fund”), hereby appoints STEPHEN R. LEWIS, JR., SCOTT R. PLUMMER and PAUL B. GOUCHER (or any of them) as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Fund, and any adjournments and postponements thereof (the “Meeting”), to be held at 1 p.m., local time, on April 8, 2010, at The Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota 55402, and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting and otherwise represent the undersigned at the Meeting with all the powers possessed by the undersigned if personally present at the Meeting. The undersigned acknowledges receipt of the Notice of Annual Meeting and of the accompanying Proxy Statement, the terms of which are incorporated by reference, and revokes any proxies heretofore given with respect to the Meeting.
 
The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast FOR each of the nominees of the Board of Directors (Proposal 1) and FOR the ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the Fund (Proposal 2). The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Meeting (and any adjournment or postponement thereof), including, but not limited to, proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more Board proposals, including, but not limited to, in the event that sufficient votes in favor of any Board proposal are not received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card as soon as possible. Mark each vote with an X in the box.
 
(Continued and to be signed on the reverse side)


 

TO AUTHORIZE THE PROXIES TO CAST YOUR VOTES:
 
Simply complete, sign and date your proxy card and return it in the postage-paid envelope.


 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
The Board of Directors recommends that you vote FOR all nominees (Proposal 1) and FOR the ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the Fund (Proposal 2), each as more fully described in the accompanying Proxy Statement.
 
Your Board
Recommends
                     
  1.     To elect five Directors.   FOR   WITHHOLD   FOR
            all nominees
o
  all nominees
o
  all nominees except
o
NOMINEES: Anne P. Jones Arne H. Carlson, John F. Maher, Leroy C. Richie and William F. Truscott
       
         
Instruction: To withhold authority to vote for
one or more individual nominees, mark “FOR all nominees except” and write the name(s) of such person(s) below:
       
 
 
 
Your Board
Recommends
                     
  2.     To ratify the selection of Ernst & Young LLP as the   FOR   AGAINST   ABSTAIN
        Fund’s independent registered public accounting firm.   o   o   o
 
3.   To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting (and any adjournment or postponement thereof), including proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more Board proposals in the event that sufficient votes in favor of any Board proposal are not received), in the discretion of the Proxy holder.
 
 
PLEASE SIGN AND RETURN IMMEDIATELY
Please sign exactly as your name(s) appear(s) on this Proxy, and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.
 
DATED:                 , 2010
 
 
Signature
 
 
Additional Signature (if held jointly)

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