-----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, Sp0F/8U1TJP0yaf5Jws4/W8uKpeSlCIHz88TcrUIh7YV7dK0bd2xOgDv4KvOHv18 tiXzw/oVs6A7+zQJKndBfg== 0000950137-07-017896.txt : 20071128 0000950137-07-017896.hdr.sgml : 20071128 20071128142321 ACCESSION NUMBER: 0000950137-07-017896 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071128 DATE AS OF CHANGE: 20071128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERSOURCE DIVERSIFIED INCOME SERIES INC CENTRAL INDEX KEY: 0000049697 IRS NUMBER: 411237361 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-14/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-146689 FILM NUMBER: 071271152 BUSINESS ADDRESS: STREET 1: 50606 AMERIPRISE FINANCIAL CENTER STREET 2: H27/5228 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 6126714321 MAIL ADDRESS: STREET 1: 50606 AMERIPRISE FINANCIAL CENTER STREET 2: H27/5228 CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: RIVERSOURCE DIVERSIFIED INCOME SERIES, INC. DATE OF NAME CHANGE: 20060504 FORMER COMPANY: FORMER CONFORMED NAME: AXP FIXED INCOME SERIES INC DATE OF NAME CHANGE: 20021118 FORMER COMPANY: FORMER CONFORMED NAME: AXP BOND FUND INC DATE OF NAME CHANGE: 20000829 CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000009231 RiverSource Diversified Bond Fund Class I RDBIX CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000009564 RiverSource Core Bond Fund Class I ABDIX CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000009232 RiverSource Diversified Bond Fund Class A INBNX CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000009563 RiverSource Core Bond Fund Class A ACBAX CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000009233 RiverSource Diversified Bond Fund Class B ININX CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000009560 RiverSource Core Bond Fund Class B ABOBX CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000009234 RiverSource Diversified Bond Fund Class C AXBCX CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000009561 RiverSource Core Bond Fund Class C CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000038360 RiverSource Diversified Bond Fund Class R2 CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000042950 RiverSource Core Bond Fund Class R2 CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000038361 RiverSource Diversified Bond Fund Class R3 RSDBX CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000042951 RiverSource Core Bond Fund Class R3 CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000038362 RiverSource Diversified Bond Fund Class R5 RSVBX CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000042953 RiverSource Core Bond Fund Class R5 CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000038363 RiverSource Diversified Bond Fund Class W RVBWX CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000042954 RiverSource Core Bond Fund Class W RCBWX CENTRAL INDEX KEY: 0000049697 S000003362 RiverSource Diversified Bond Fund C000039562 RiverSource Diversified Bond Fund Class R4 IDBYX CENTRAL INDEX KEY: 0000352663 S000003454 RiverSource Core Bond Fund C000042952 RiverSource Core Bond Fund Class R4 RSCFX N-14/A 1 n18637bnv14za.txt AMENDMENT TO REGISTRATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 2 (File No. 333-146689) [ ] Post-Effective Amendment No. [ ] (Check Appropriate Box or Boxes) RiverSource Diversified Income Series, Inc. (Exact Name of Registrant as Specified in Charter) (612) 671-1947 (Area Code and Telephone Number) 50606 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) Scott R. Plummer (Name and Address of Agent for Service) 5228 Ameriprise Financial Center Minneapolis MN 55474 (Number and Street) (City) (State) (Zip Code) Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the Registration Statement. Title of Securities Being Registered: Common Stock No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940. This Registration Statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933. It is proposed that this filing will become effective on Nov. 28, 2007. Part A. Part A is incorporated by reference to that filed in Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 on or about November 26, 2007. Part B. Part B is incorporated by reference to that filed in Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 on or about November 26, 2007. PART C. OTHER INFORMATION Item 15. Indemnification The Articles of Incorporation of the registrant provide that the Fund shall indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that she or he is or was a director, officer, employee or agent of the Fund, or is or was serving at the request of the Fund as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, to any threatened, pending or completed action, suit or proceeding, wherever brought, and the Fund may purchase liability insurance and advance legal expenses, all to the fullest extent permitted by the laws of the State of Minnesota, as now existing or hereafter amended. The By-laws of the registrant provide that present or former directors or officers of the Fund made or threatened to be made a party to or involved (including as a witness) in an actual or threatened action, suit or proceeding shall be indemnified by the Fund to the full extent authorized by the Minnesota Business Corporation Act, all as more fully set forth in the By-laws filed as an exhibit to this registration statement. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Any indemnification hereunder shall not be exclusive of any other rights of indemnification to which the directors, officers, employees or agents might otherwise be entitled. No indemnification shall be made in violation of the Investment Company Act of 1940. Item 16. Exhibits (1)(a) Articles of Incorporation, as amended Oct. 17, 1988, filed electronically as Exhibit 1 to Registrant's Post-Effective Amendment No. 28 to Registration Statement No. 2-51586, are incorporated by reference. (1)(b) Articles of Amendment, dated June 16, 1999, filed electronically as Exhibit (a)(2) to Registrant's Post-Effective Amendment No. 53 to Registration Statement No. 2-51586 filed on or about Oct. 25, 2001 is incorporated by reference. (1)(c) Articles of Amendment, dated Nov. 14, 2002, filed electronically as Exhibit (a)(3) to Registrant's Post-Effective Amendment No. 55 to Registration Statement No. 2-51586 is incorporated by reference. (1)(d) Articles of Amendment, dated April 21, 2006, filed electronically on or about Aug. 25, 2006 as Exhibit (a)(4) to Registrant's Post-Effective Amendment No. 60 to Registration Statement No. 2-51586 are incorporated by reference. (1)(e) Certificate of Designation, dated Oct. 5, 2006, filed electronically on or about Oct. 30, 2007 as Exhibit (a)(5) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (2) By-laws, as amended Jan. 11, 2001, filed electronically as Exhibit (b) to Registrant's Post-Effective Amendment No. 53 to Registration Statement No. 2-51586 filed on or about Oct. 25, 2001 is incorporated by reference. (3) Not applicable. (4) Form of Agreement and Plan of Reorganization is included as Exhibit A to Part A of this Registration Statement. (5) Not applicable. (6) Investment Management Services Agreement, amended and restated, dated May 1, 2006, between Registrant and RiverSource Investments, LLC filed electronically on or about Aug. 25, 2006 as Exhibit (d) to Registrant's Post-Effective Amendment No. 60 to Registration Statement No. 2-51586 is incorporated by reference. (7)(a) Distribution Agreement, effective Aug. 1, 2006, amended and restated as of Sept. 11, 2007, between Registrant and RiverSource Distributors, Inc. filed electronically on or about Oct. 30, 2007 as Exhibit (e)(2) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (7)(b) Form of Service Agreement for RiverSource Distributors, Inc. and RiverSource Service Corporation filed electronically on or about Aug. 27, 2007 as Exhibit (e)(3) to RiverSource Sector Series, Inc. Post-Effective Amendment No. 39 to Registration Statement No. 33-20872 is incorporated by reference. (7)(c) Form of RiverSource Funds Dealer Agreement filed electronically on or about Aug. 27, 2007 as Exhibit (e)(4) to RiverSource Sector Series, Inc. Post-Effective Amendment No. 39 to Registration Statement No. 33-20872 is incorporated by reference. (8) Not applicable. (9)(a) Custody Agreement, dated Nov. 10, 2005, between Registrant and U.S. Bank National Association filed electronically on or about Jan. 27, 2006 as Exhibit (g) to AXP High Yield Tax-Exempt Series, Inc. Post-Effective Amendment No. 47 to Registration Statement No. 2-63552 is incorporated by reference. (9)(b) Amendment, dated July 13, 2006, to the Custody Agreement between Registrant and U.S. Bank National Association filed electronically on or about Oct. 25, 2006 as Exhibit (g)(2) to Registrant's Post-Effective Amendment No. 62 to Registration Statement No. 2-51586 is incorporated by reference. (10)(a) Plan and Agreement of Distribution, dated Aug. 1, 2006, amended and restated as of Sept. 11, 2007, between Registrant and RiverSource Distributors, Inc. filed electronically on or about Oct. 30, 2007 as Exhibit (m)(2) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51568 is incorporated by reference. (10)(b) Rule 18f - 3(d) Plan, amended and restated as of Sept. 11, 2007, filed electronically on or about Oct. 30, 2007 as Exhibit (n) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51568 is incorporated by reference. (11) Opinion and consent of counsel as to the legality of the securities being registered filed electronically on or about Nov. 26, 2007 as Exhibit (11) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 is incorporated by reference. (12) Tax opinion to be filed by Amendment. (13)(a) Administrative Services Agreement, dated Oct. 1, 2005, amended and restated as of Sept. 11, 2007, between Registrant and Ameriprise Financial, Inc. filed electronically on or about Oct. 30, 2007 as Exhibit (h)(1) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (13)(b) Transfer Agency Agreement, dated Oct. 1, 2005, amended and restated as of Sept. 11, 2007, between Registrant and RiverSource Service Corporation filed electronically on or about Oct. 30, 2007 as Exhibit (h)(2) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (13)(c) Master Plan Administration Services Agreement, dated Dec. 1, 2006, amended and restated as of Sept. 11, 2007, between Registrant and RiverSource Service Corporation filed electronically on or about Oct. 30, 2007 as Exhibit (h)(3) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (13)(d) License Agreement, effective May 1, 2006, amended and restated as of Sept. 11, 2007, between Ameriprise Financial, Inc. and RiverSource Funds filed electronically on or about Oct. 30, 2007 as Exhibit (h)(7) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (13)(e) Master Fee Cap/Fee Waiver Agreement, dated, Oct. 1, 2005, amended and restated as of Sept. 11, 2007, between RiverSource Investments, LLC, Ameriprise Financial, Inc., RiverSource Service Corporation, Ameriprise Financial Services, Inc., RiverSource Distributors, Inc. and the RiverSource Funds filed electronically on or about Oct. 30, 2007 as Exhibit (h)(8) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (14)(a) Consent of Independent Registered Public Accounting Firm (KPMG LLP) for RiverSource Core Bond Fund, dated Sept. 26, 2007, filed electronically on or about Sept. 26, 2007, as Exhibit (j)(2) to RiverSource Bond Series, Inc. Post-Effective Amendment No. 57 to Registration Statement No. 2-72174 is incorporated by reference. (14)(b) Consent of Independent Registered Public Accounting Firm (KPMG LLP) for RiverSource Diversified Bond Fund, dated Oct. 29, 2007, filed electronically on or about Oct. 30, 2007, as Exhibit (j)(2) to Registrant's Post-Effective Amendment No. 63 to Registration Statement No. 2-51586 is incorporated by reference. (14)(c) Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP) for RiverSource Core Bond Fund and RiverSource Diversified Bond Fund, dated Nov. 20, 2007, filed electronically on or about Nov. 26, 2007 as Exhibit (14)(c) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 is incorporated by reference. (15) Financial Statements: Not applicable. (16) Directors Power of Attorney to sign this Registration Statement and its amendments, dated Sept. 11, 2007, filed electronically on or about Oct. 12, 2007 as Exhibit (16) to Registration Statement No. 333-146689 is incorporated by reference. (17)(a) Code of Ethics adopted under Rule 17j-1 for Registrant filed electronically on or about Aug. 27, 2007 as Exhibit (p)(1) to RiverSource Sector Series, Inc. Post-Effective Amendment No. 39 to Registration Statement No. 33-20872 is incorporated by reference. (17)(b) Codes of Ethics adopted under Rule 17j-1 for Registrant's investment adviser and Registrant's principal underwriter, dated Jan. 2007 and April 2006, filed electronically on or about Jan. 26, 2007 as Exhibit (p)(2) to RiverSource Equity Series, Inc. Post-Effective Amendment No. 103 to Registration Statement No. 2-13188 are incorporated by reference. (17)(c) Prospectus, dated Oct. 30, 2007, for RiverSource Diversified Bond Fund filed electronically on or about Nov. 26, 2007 as Exhibit (17)(c) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 is incorporated by reference. (17)(d) Prospectus, dated Sept. 28, 2007, for RiverSource Core Bond Fund filed electronically on or about Nov. 26, 2007 as Exhibit (17)(d) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 is incorporated by reference. (17)(e) Statement of Additional Information, dated Nov. 29, 2007, for RiverSource Diversified Bond Fund and RiverSource Core Bond Fund filed electronically on or about Nov. 26, 2007 as Exhibit (17)(e) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 is incorporated by reference. (17)(f) Annual Report for the period ended Aug. 31, 2007 for RiverSource Diversified Bond Fund filed electronically on or about Nov. 26, 2007 as Exhibit (17)(f) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 is incorporated by reference. (17)(g) Annual Report for the period ended July 31, 2007 for RiverSource Core Bond Fund filed electronically on or about Nov. 26, 2007 as Exhibit (17)(g) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-146689 is incorporated by reference. Item 17. Undertakings. (1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. (3) The Registrant undertakes to file by Post-Effective Amendment an Opinion of Counsel supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion. SIGNATURES As required by the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed on behalf of the Registrant, in the City of Minneapolis, and State of Minnesota on the 28th day of Nov., 2007. RIVERSOURCE DIVERSIFIED INCOME SERIES, INC. By /s/ Patrick T. Bannigan ---------------------------------- Patrick T. Bannigan President By /s/ Jeffrey P. Fox ---------------------------------- Jeffrey P. Fox Treasurer As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 28th day of Nov., 2007.
Signature Capacity - --------- -------- /s/ Stephen R. Lewis, Jr.* Chair of the Board - ------------------------------------- Stephen R. Lewis, Jr. /s/ Kathleen A. Blatz* Director - ------------------------------------- Kathleen A. Blatz /s/ Arne H. Carlson* Director - ------------------------------------- Arne H. Carlson /s/ Pamela G. Carlton* Director - ------------------------------------- Pamela G. Carlton /s/ Patricia M. Flynn* Director - ------------------------------------- Patricia M. Flynn /s/ Anne P. Jones* Director - ------------------------------------- Anne P. Jones /s/ Jeffrey Laikind* Director - ------------------------------------- Jeffrey Laikind /s/ Catherine James Paglia* Director - ------------------------------------- Catherine James Paglia /s/ Alison Taunton-Rigby* Director - ------------------------------------- Alison Taunton-Rigby /s/ William F. Truscott* Director - ------------------------------------- William F. Truscott
* Signed pursuant to Directors/Trustees Power of Attorney, dated Sept. 11, 2007, filed electronically on or about Oct. 12, 2007 as Exhibit (16) to Registration Statement No. 333-146689, by: /s/ Scott R. Plummer - ------------------------------------- Scott R. Plummer
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