-----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, G5xWIkjbOuHWA8Rv4rG2/7A1+ceDRDaoWM3IIkQK+A3/91OZyvap0/y+PkYI64UX jxak0/AkLp1bERWok3TceQ== 0000820027-06-000465.txt : 20060322 0000820027-06-000465.hdr.sgml : 20060322 20060322165224 ACCESSION NUMBER: 0000820027-06-000465 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060322 EFFECTIVENESS DATE: 20060322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXP GROWTH SERIES INC/MN CENTRAL INDEX KEY: 0000049702 IRS NUMBER: 410962638 STATE OF INCORPORATION: MN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-129013 FILM NUMBER: 06704238 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: AXP GROWTH FUND INC DATE OF NAME CHANGE: 20000829 FORMER COMPANY: FORMER CONFORMED NAME: IDS GROWTH FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXP GROWTH SERIES INC/MN CENTRAL INDEX KEY: 0000049702 IRS NUMBER: 410962638 STATE OF INCORPORATION: MN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02111 FILM NUMBER: 06704240 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: AXP GROWTH FUND INC DATE OF NAME CHANGE: 20000829 FORMER COMPANY: FORMER CONFORMED NAME: IDS GROWTH FUND INC DATE OF NAME CHANGE: 19920703 0000049702 S000003287 RiverSource Disciplined Equity Fund C000008741 RiverSource Disciplined Equity Fund Class B AQEBX C000008742 RiverSource Disciplined Equity Fund Class C C000008743 RiverSource Disciplined Equity Fund Class Y C000008744 RiverSource Disciplined Equity Fund Class A AQEAX C000008745 RiverSource Disciplined Equity Fund Class I ALEIX 0000049702 S000003289 RiverSource Large Cap Equity Fund C000008751 RiverSource Large Cap Equity Fund Class I ALRIX C000008752 RiverSource Large Cap Equity Fund Class A ALEAX C000008753 RiverSource Large Cap Equity Fund Class B ALEBX C000008754 RiverSource Large Cap Equity Fund Class C ARQCX C000008755 RiverSource Large Cap Equity Fund Class Y ALEYX 485BPOS 1 growthn-14.txt AXP GROWTH SERIES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] (File No.: 333-129013) [X] Post-Effective Amendment No. [1] (Check Appropriate Box or Boxes) AXP Growth Series, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) (612) 330-9283 - ------------------------------------------------------------------------------- (Area Code and Telephone Number) 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402-3268 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices: Number, Street, City, State, Zip Code) Leslie L. Ogg - 901 Marquette Avenue South, - ------------------------------------------------------------------------------- (Name and Address of Agent For Service) Suite 2810, Minneapolis MN 55402-3268 - ------------------------------------------------------------------------------- (Number and Street) (City) (State) (Zip Code) Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective (check appropriate box): [x] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485 If appropriate, check the following box: [ ] This Post-Effective Amendment designates a new effective date for previously filed Post-Effective Amendment. 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. Part A is incorporated by reference to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 filed electronically on or about Dec. 5, 2005. Part B is incorporated by reference to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 filed electronically on or about Dec. 5, 2005. Item 16. Exhibits (1)(a) Articles of Incorporation, as amended November 10, 1988, filed as Exhibit 1 to Post-Effective Amendment No. 38 to Registration Statement No. 2-38355, are incorporated by reference. (1)(b) Articles of Amendment, dated June 16, 1999, filed electronically as Exhibit (a)(2) to Post-Effective Amendment No. 67 to Registration Statement No. 2-38355, are incorporated by reference. (1)(c) Articles of Amendment, dated November 14, 2002, filed electronically as Exhibit (a)(3) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, are incorporated by reference. (2) By-laws, as amended January 11, 2001 filed electronically as Exhibit (b) to Post-Effective Amendment No. 67 to Registration Statement No. 2-38355, are incorporated by reference. (3) Not applicable. (4) Form of Agreement and Plan of Reorganization is included herein as Exhibit A to Part A of this Registration Statement. (5) Not applicable. (6)(a) Investment Management Services Agreement, dated December 1, 2002, between Registrant, on behalf of AXP Large Cap Equity Fund and AXP Large Cap Value Fund, and American Express Financial Corporation, filed electronically as Exhibit (d)(11) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (6)(b) Investment Management Services Agreement, dated January 9, 2003, between Registrant, on behalf of AXP Quantitative Large Cap Equity Fund, and American Express Financial Corporation filed electronically as Exhibit (d)(9) to Registrant's Post-Effective Amendment No. 74 to Registration Statement No. 2-38355, is incorporated by reference. (6)(c) Investment Management Services Transfer Agreement, dated Sept. 29, 2005, between Ameriprise Financial, Inc. (fka American Express Financial Corporation) and RiverSource Investments, LLC.(1) (7) Distribution Agreement dated Oct. 1, 2005, between Registrant and Ameriprise Financial Services, Inc.(2) (8) All employees are eligible to participate in a profit sharing plan. Entry into the plan is Jan. 1 or July 1. The Registrant contributes each year an amount up to 15 percent of their annual salaries, the maximum deductible amount permitted under Section 404(a) of the Internal Revenue Code. (9)(a) Custodian Agreement dated Oct. 1, 2005, between Registrant and Ameriprise Trust Company.(3) (9)(b) Custodian Agreement between American Express Trust Company and The Bank of New York dated May 13, 1999, filed electronically as Exhibit (g)(3) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 33 to Registration Statement No. 2-93745, filed on or about May 28, 1999 is incorporated by reference. (9)(c) Custodian Agreement First Amendment between American Express Trust Company and The Bank of New York, dated December 1, 2000, filed electronically as Exhibit (g)(4) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (9)(d) Custodian Agreement Second Amendment between American Express Trust Company and The Bank of New York, dated June 7, 2001, filed electronically as Exhibit (g)(5) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (9)(e) Custodian Agreement Amendment between American Express Trust Company and The Bank of New York, dated January 31, 2002, filed electronically as Exhibit (g)(6) to AXP Precious Metals Fund, Inc. Post-Effective Amendment No. 37 to Registration Statement No. 2-93745, filed on or about May 28, 2002 is incorporated by reference. (9)(f) Custodian Agreement Amendment between American Express Trust Company and The Bank of New York, dated April 29, 2003, filed electronically as Exhibit (g)(8) to Registrant's Post-Effective Amendment No. 7 to Registration Statement No. 333-57852, filed on or about May 22, 2003, is incorporated by reference. (10)(a) Plan and Agreement of Distribution (for Class A and Class B Shares), dated Oct. 1, 2005, between Registrant and Ameriprise Financial Services, Inc.(8) (10)(b) Plan and Agreement of Distribution (for Class C Shares), dated Oct. 1, 2005, between Registrant and Ameriprise Financial Services, Inc.(9) (10)(c) Amended 18f-3 Plan, dated as of May 26, 2004, filed electronically on or about July 29, 2004 as Exhibit (n) to AXP Discovery Series, Inc. Post-Effective Amendment No. 49 to Registration Statement No. 2-72174 is incorporated by reference. (11) Opinion and consent of counsel as to the legality of the securities being registered filed electronically on or about Oct. 14, 2005 as Exhibit (11) to Registration Statement No. 333-129013 is incorporated by reference. (12)(a) Tax opinion for Reorganization of RiverSource New Dimensions Fund and RiverSource Large Cap Equity Fund is filed electronically herewith as Exhibit (12)(a). (12)(b) Tax opinion for Reorganization of RiverSource Stock Fund and RiverSource Disciplined Equity Fund is filed electronically herewith as Exhibit (12)(b). (13)(a) Administrative Services Agreement, dated Oct. 1, 2005, between Registrant and Ameriprise Financial, Inc. (4) (13)(b) Class Y Shareholder Service Agreement, dated Oct. 1, 2005, between Registrant and Ameriprise Financial Services, Inc. (5) (13)(c) Transfer Agency Agreement, dated Oct. 1, 2005, between Registrant and RiverSource Service Corporation. (6) (13)(d) License Agreement, dated Oct. 1, 2005, between Ameriprise Financial Inc. and the RiverSource funds.(7) (13)(e) License Agreement, dated June 17, 1999, between American Express Funds and American Express Company filed electronically on or about Sept. 23, 1999 as Exhibit (h)(4) to AXP Stock Fund, Inc.'s Post-Effective Amendment No. 98 to Registration Statement No. 2-11358, is incorporated by reference. (13)(f) Addendum to Schedule A and Schedule B of the License Agreement between the American Express Funds and American Express Company, dated June 23, 2004, filed electronically on or about June 28, 2004 as Exhibit (h)(2) to AXP Variable Portfolio - Select Series, Inc. Pre-Effective Amendment No. 1 to Registration Statement No. 333-113780 is incorporated by reference. (13)(g) License Agreement, dated Oct. 1, 2005, between Ameriprise Financial, Inc. and AXP Dimensions Series, Inc., AXP Growth Series, Inc. and AXP Variable Portfolio - Investment Series, Inc. filed electronically on or about Oct. 27, 2005 as Exhibit (h)(9) to AXP Variable Portfolio - Investment Series, Inc. Post-Effective Amendment No. 57 to Registration Statement No. 2-73115 is incorporated by reference. (13)(h) Master Fee Waiver Agreement, dated Dec. 1, 2005, between Ameriprise Financial, Inc., RiverSource Investments, LLC, Ameriprise Financial Services, Inc. and RiverSource Funds filed electronically on or about Dec. 5, 2005 as Exhibit (13)(g) to AXP Tax-Exempt Series, Inc. Pre-Effective Amendment No. 1 to Registration Statement No. 333-128983 is incorporated by reference. (14)(a) Consent of Independent Registered Public Accounting Firm as to RiverSource New Dimensions Fund and RiverSource Large Cap Equity Fund filed electronically on or about Dec. 5, 2005 as Exhibit (14)(a) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 is incorporated by reference. (14)(b) Consent of Independent Registered Public Accounting Firm as to RiverSource Stock Fund and RiverSource Disciplined Fund filed electronically on or about Dec. 5, 2005 as Exhibit (14)(b) to Registrant's Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 is incorporated by reference. (15) Financial Statements: Not applicable. (16) Directors'/Trustees' Power of Attorney to sign this Registration Statement and its amendments, dated Jan. 11, 2006, is filed electronically herewith as Exhibit (16). (17)(a) Code of Ethics adopted under Rule 17j-1 for Registrant filed electronically on or about March 28, 2005 as Exhibit (p)(1) to AXP Selected Series, Inc.'s Post-Effective Amendment No. 42 to Registration Statement No. 2-93745 is incorporated by reference. (17)(b) Code of Ethics adopted under Rule 17j-1 for Registrant's investment adviser and principal underwriter, dated Oct. 26, 2005, filed electronically on or about Nov. 22, 2005 as Exhibit (p)(2) to AXP Equity Series, Inc. Post-Effective Amendment No. 100 to Registration Statement No. 2-13188 is incorporated by reference. (17)(c) Prospectus, dated Oct. 17, 2005, for RiverSource New Dimensions Fund filed electronically as Exhibit (17)(c) to Registration Statement No. 333-129013 is incorporated by reference. (17)(d) Prospectus, dated Nov. 29, 2005, for RiverSource Stock Fund filed electronically on or about Dec. 5, 2005 as Exhibit (17)(d) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 is incorporated by reference. (17)(e) Prospectus, dated Oct. 3, 2005, for RiverSource Large Cap Equity Fund filed electronically as Exhibit (17)(e) to Registration Statement No. 333-129013 is incorporated by reference. (17)(f) Prospectus, dated Oct. 3, 2005, for RiverSource Disciplined Equity Fund filed electronically as Exhibit (17)(f) to Registration Statement No. 333-129013 is incorporated by reference. (17)(g) Statement of Additional Information, dated Nov. 29, 2005, for RiverSource New Dimensions Fund, for RiverSource Stock Fund, for RiverSource Large Cap Equity Fund and for RiverSource Disciplined Equity Fund filed electronically on or about Dec. 5, 2005 as Exhibit (17)(g) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 is incorporated by reference. (17)(h) Annual Report for the period ended July 31, 2005 for RiverSource New Dimensions Fund filed electronically on or about Dec. 5, 2005 as Exhibit (17)(h) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 is incorporated by reference. (17)(i) Annual Report for the period ended July 31, 2005 for RiverSource Large Cap Equity Fund filed electronically on or about Dec. 5, 2005 as Exhibit (17)(i) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 is incorporated by reference. (17)(j) Annual Report for the period ended July 31, 2005 for RiverSource Disciplined Equity Fund filed electronically on or about Dec. 5, 2005 as Exhibit (17)(j) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 is incorporated by reference. (17)(k) Annual Report for the period ended Sept. 30, 2005 for RiverSource Stock Fund filed electronically on or about Dec. 5, 2005 as Exhibit (17)(k) to Pre-Effective Amendment No. 1 to Registration Statement No. 333-129013 is incorporated by reference. - -------------------- (1) Incorporated by reference to Exhibit (d)(3) of AXP Fixed Income Series, Inc. Post-Effective Amendment No. 59 to Registration Statement No. 2-51586 filed on or about Oct. 27, 2005. (2) Incorporated by reference to Exhibit (e) of AXP Fixed Income Series, Inc. Post-Effective Amendment No. 59 to Registration Statement No. 2-51586 filed on or about Oct. 27, 2005. (3) Incorporated by reference to Exhibit (g)(1) of AXP Variable Portfolio - Investment Series, Inc. Post-Effective Amendment No. 57 to Registration Statement No. 2-73115 filed on or about Oct. 27, 2005. (4) Incorporated by reference to Exhibit (h)(1) of AXP Fixed Income Series, Inc. Post-Effective Amendment No. 59 to Registration Statement No. 2-51586 filed on or about Oct. 27, 2005. (5) Incorporated by reference to Exhibit (h)(4) of AXP Fixed Income Series, Inc. Post-Effective Amendment No. 59 to Registration Statement No. 2-51586 filed on or about Oct. 27, 2005. (6) Incorporated by reference to Exhibit (h)(6) of AXP Fixed Income Series, Inc. Post-Effective Amendment No. 59 to Registration Statement No. 2-51586 filed on or about Oct. 27, 2005. (7) Incorporated by reference to Exhibit (h)(7) of AXP Fixed Income Series, Inc. Post-Effective Amendment No. 59 to Registration Statement No. 2-51586 filed on or about Oct. 27, 2005. (8) Incorporated by reference to Exhibit (m)(1) of AXP Fixed Income Series, Inc. Post-Effective Amendment No. 59 to Registration Statement No. 2-51586 filed on or about Oct. 27, 2005. (9) Incorporated by reference to Exhibit (m)(2) of AXP Fixed Income Series, Inc. Post-Effective Amendment No. 59 to Registration Statement No. 2-51586 filed on or about Oct. 27, 2005. Item 17. Undertakings. None. SIGNATURES As required by the Securities Act of 1933, as amended, the Registrant, AXP Growth Series, Inc., certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned duly authorized in the city of Minneapolis, and State of Minnesota on the 22nd day of March, 2006. AXP GROWTH SERIES, INC. By /s/ Paula R. Meyer ---------------------- Paula R. Meyer, 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 22nd day of March, 2006. Signature Capacity /s/ Arne H. Carlson* Chair of the Board - --------------------- Arne H. Carlson /s/ Kathleen A. Blatz* Director - ----------------------- Kathleen A. Blatz /s/ Patricia M. Flynn* Director - ------------------------ Patricia M. Flynn /s/ Anne P. Jones* Director - ------------------- Anne P. Jones /s/ Jeffrey Laikind* Director - --------------------- Jeffrey Laikind /s/ Stephen R. Lewis, Jr.* Director - ----------------------------- Stephen R. Lewis, Jr. /s/ Catherine James Paglia* Director - ----------------------------- Catherine James Paglia /s/ Alan K. Simpson* Director - --------------------- Alan K. Simpson /s/ Alison Taunton-Rigby* Director - --------------------------- Alison Taunton-Rigby /s/ William F. Truscott* Director - ------------------------- William F. Truscott * Signed pursuant to Directors' Power of Attorney dated Jan. 11, 2006, filed electronically herewith as Exhibit (16), by: /s/ Leslie L. Ogg - --------------------- Leslie L. Ogg EX-99 2 exindex.txt EXHIBIT INDEX EXHIBIT INDEX (12)(a) Tax opinion for Reorganization of RiverSource New Dimensions Fund and RiverSource Large Cap Equity Fund. (12)(b) Tax opinion for Reorganization of RiverSource Stock Fund and RiverSource Disciplined Equity Fund. (16) Directors'/Trustees' Power of Attorney to sign this Registration Statement and its amendments, dated Jan. 11, 2006. EX-99.12A TAX OPIN 3 tax-opinionnewdim_largecap.txt TAX OPINION FOR REORGANIZATION OF RIVERSOURCE NEW DIMENSIONS FUND AND RIVERSOURCE LARGE CAP EQUITY FUND [GRAPHIC OMITTED][GRAPHIC OMITTED] March 10, 2006 RiverSource New Dimensions Fund AXP Dimensions Series, Inc. 70100 AXP Financial Center Minneapolis, MN 55474 RiverSource Large Cap Equity Fund AXP Growth Series, Inc. 70100 AXP Financial Center Minneapolis, MN 55474 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the "Agreement") dated November 10, 2005 between AXP Dimensions Series, Inc.,1 a company organized under the laws of Minnesota ("Target Corporation"), on behalf of one of its series, RiverSource New Dimensions Fund ("Target Fund") (formerly AXP New Dimensions Fund), and AXP Growth Series, Inc.,2 a company organized under the laws of Minnesota ("Acquiring Corporation"), on behalf of one of its series, RiverSource Large Cap Equity Fund ("Acquiring Fund") (formerly AXP Quantitative Large Cap Equity Fund). The Agreement describes a transaction (the "Transaction") to occur as of the date of this letter (the "Closing Date"), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. This opinion as to certain U.S. federal income tax consequences of the Transaction is furnished to you pursuant to Sections 7(d) and 8(d) of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement. Target Fund is a series of Target Corporation, which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. Shares of Target Fund are redeemable at net asset value at each shareholder's option. Target Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"). - -------- 1 AXP Dimensions Series, Inc. expects to changes its name to RiverSource Dimensions Series, Inc. in April of 2006. 2 AXP Growth Series, Inc. expects to changes its name to RiverSource Large Cap Series, Inc. in April of 2006. 9910489_1 RiverSource New Dimensions Fund RiverSource Large Cap Equity Fund Acquiring Fund is a series of Acquiring Corporation, which is registered under the 1940 Act as an open-end management investment company. Shares of Acquiring Fund are redeemable at net asset value at each shareholder's option. Acquiring Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Code. For purposes of this opinion, we have considered the Agreement, the Combined Prospectus/Proxy Statement dated December 16, 2005 and such other items as we have deemed necessary to render this opinion. In addition, you have provided us with letters dated as of the date hereof, representing as to certain facts, occurrences and information upon which you have indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above). The facts you have represented as to in paragraph 5 of the letter from Acquiring Fund and paragraph 6 of the letter from Target Fund, each dated as of the date hereof, support the conclusion that, following the Transaction, Acquiring Fund will continue the historic business of Target Fund as an open-end investment company that seeks long-term growth of capital, generally by investing in equity securities. Target Fund has accomplished this goal historically through a "master-feeder" structure in which Target Fund invested all of its assets in Growth Trends Portfolio, a series of Growth Trust, a Massachusetts business trust. Growth Trends Portfolio (the "Master Fund"), in turn invested those assets in a portfolio of securities. Target Fund and Ameriprise Financial, Inc. have historically owned all of the interests of the Master Fund (with Target Fund historically owning more than 99% of those interests). On or before the day prior to the Closing Date, the Master Fund made one or more distributions to Ameriprise Financial, Inc. in liquidation of Ameriprise Financial, Inc.'s interest in the Master Fund. As a result of the liquidation of Ameriprise Financial, Inc.'s interest in the Master Fund, the Master Fund will be disregarded as an entity separate from its sole owner, Target Fund, in accordance with Treas. Reg. Section 301.7701-3(f)(2) with the effect that, for federal income tax purposes, Target Fund will be deemed to have received assets from the Master Fund in liquidation of its interests therein. Accordingly, at the time of the Transaction, Target Fund will be deemed, for federal income tax purposes, to directly own the securities previously owned by the Master Fund, rather than owning interests in the Master Fund. Because Target Fund, as "feeder fund" in the above-described "master-feeder" structure, has owned more than 99% of the interests in the Master Fund for a significant period of time without reference to the Transaction, Treasury Regulations allow Target Fund to treat the business activities of the Master Fund as Target Fund's own historic business activities. Therefore, for purposes of this opinion, reference will be made directly to the business and assets of Target Fund rather than to the business and assets of the Master Fund. Various factors demonstrate the similarity between Target Fund and Acquiring Fund. As one would expect from equity funds, as of August 31, 2005 (the "comparison date"), each fund invested greater than 94% of its net assets in stocks and none of its net assets in bonds, and held RiverSource New Dimensions Fund RiverSource Large Cap Equity Fund less than 6% of its net assets in cash. The funds are in different Morningstar categories (determined based on the style and size of the stocks that they typically own). Target Fund is a "Large Growth" fund, in accordance with its focus on growth stocks of large- and giant-cap companies, and Acquiring Fund is a "Large Blend" fund, in accordance with its focus on a combination of growth and value stocks of large- and giant-cap companies. However, both funds are categorized by Lipper as "Large Cap Core" funds, and the style of Target Fund's stocks is clearly consistent with the funds' shared investment objective of long-term growth of capital and analogous to at least a portion of Acquiring Fund's stocks. A comparison of the funds' portfolios indicates that, consistent with the funds' shared goals and strategies, the funds hold stocks with similar characteristics. The funds' portfolios are similar in terms of market capitalization. As of the comparison date, the weighted average market capitalization figure of Target Fund, $53.673 billion (at the lower end of the giant-cap range), was different from that of Acquiring Fund, $40.794 billion (at the higher end of the large-cap range). When compared in terms of the percentage of net assets each fund invested in stocks of varying market capitalizations, there was a total overlap of 89.02%, consisting of 50.50% in giant-cap stocks, 34.14% in large-cap stocks, and 4.38% in mid-cap stocks.3 Consistent with their "Large" Morningstar and Lipper categories, each fund invested the majority of its net assets in giant-cap stocks (61.48% for Target Fund and 50.50% for Acquiring Fund), approximately one-third of its net assets in large-cap stocks (34.14% for Target Fund and 36.52% for Acquiring Fund), and a relatively small percentage of its net assets in mid-cap stocks (4.38% for Target Fund and 10.53% for Acquiring Fund). Acquiring Fund invested only approximately 2.5% of its net assets in small- and micro-cap stocks; Target Fund did not invest in small- and micro-cap stocks. With respect to issuer diversification, the funds have a similar profile in their investments across industry sectors. As of the comparison date, the funds' equity investments were compared using three broad sectors, which were then subdivided into twelve sub-categories. Looking solely at the three broad sectors, the funds shared a total overlap of over 95.44% (specifically comprising 38.81% in the services sector, 29.99% in the manufacturing sector, and 26.64% in the information sector): each fund invested approximately 40% of its net assets in the services sector, approximately one-third of its net assets in the manufacturing sector, and between 26% and 32% of its net assets in the information sector. - -------- 3 Rather than using a fixed number of "large-cap" or "small-cap" stocks, Morningstar uses a flexible system that is not adversely affected by overall movements in the market. World equity markets are first divided into seven style zones: (1) United States, (2) Latin America, (3) Canada, (4) Europe, (5) Japan, (6) Asia excluding Japan, and (7) Australia/New Zealand. The stocks in each style zone are further subdivided into size groups. "Giant-cap" stocks are defined as those that account for the top 40% of the capitalization of each style zone, "large-cap" stocks represent the next 30%, "mid-cap" stocks represent the next 20%, "small-cap" stocks represent the next 7%, and "micro-cap" stocks represent the smallest 3%. RiverSource New Dimensions Fund RiverSource Large Cap Equity Fund Upon further dividing these three sectors into twelve sub-categories (manufacturing: consumer goods, industrial goods, energy, utilities; services: healthcare services, consumer services, business services, financial services; and information: software, hardware, media, telecommunications), the funds shared a total overlap of 72.81%. Both funds were also relatively diversified across these twelve sub-categories, with each fund allocating no more than 20% of its net assets to any one sub-category. In addition, within the manufacturing sector, each fund made slightly greater than one-third of its investments in industrial materials, slightly less than one-third of its investments in each of energy and consumer goods, and a small percentage of its investments in utilities. Next, the funds' portfolios are similar in terms of regional exposure. As of the comparison date, greater than 93% of the stock in each fund's equity portfolio was North American stock and less than 7% was non-North American stock. In addition, with respect to investments in non-North American stock, each fund invested the largest percentage of its total net assets in European developing markets (1.20% for Target Fund and 2.85% for Acquiring Fund) and a small percentage of its total net assets in Asian emerging markets (0.64% for Target Fund and 0.15% for Acquiring Fund). Acquiring Fund also invested small percentages of its total assets in the United Kingdom (1.91%), Asia developing markets (0.43%), Africa/Middle East (0.37%), Latin America (0.29%), Japan (0.19%) and European emerging markets (0.08%). In addition to offering investors similar levels of exposure to diversified portfolios of stocks whose issuers have a similar range of market capitalizations, both funds offered investors somewhat similar exposure to growth and income. As of the comparison date, the weighted average P/E ratios of the funds, a measure of growth potential were relatively close (26.48 for Target Fund and 22.18 for Acquiring Fund), although their dividend yields4 (1.2% for Target Fund and 1.6% for Acquiring Fund), and overall yields5 (0.67% for Target Fund and 0.40% for Acquiring Fund) as of July 31, 20056 were slightly different. Consistent with the similarity of investment strategies, the funds bear similar risk profiles. Although the funds have different primary benchmarks (S&P 500 Index for Target - -------- 4 Projected dividend yield for a stock is the percentage of its stock price that a company is projected to pay out as dividends. It is calculated by dividing estimated annual dividends per share (DPS) for the current fiscal year by the company's most recent month-end stock price. Morningstar calculates internal estimates for the current year DPS based on the most recently reported DPS and average historical dividend growth rates. This is one of the five value factors used to calculate the Morningstar Style Box. For portfolios, this data point is calculated by taking an asset-weighted average of the dividend yields of all the stocks in the portfolio. 5 Yield, expressed as a percentage, represents a fund's income return on capital investment for the past 12 months. This figure refers only to interest distributions from fixed-income securities, dividends from stocks, and realized gains from currency transactions. Monies generated from the sale of securities or from options and futures transactions are considered capital gains, not income. Return of capital is also not considered income. Morningstar computes yield by dividing the sum of the fund's income distributions for the past 12 months by the previous month's net asset value (adjusted upward for any capital gains distributed over the same time period). 6 July 31, 2005 is the most recent date for which dividend yield and overall yield data is available on Morningstar. RiverSource New Dimensions Fund RiverSource Large Cap Equity Fund Fund and Russell 1000 Index for Acquiring Fund), as of the comparison date, Target Fund and Acquiring Fund correlated with the S&P 500 to a similar degree, with 1-year betas of 1.02 and 0.86 respectively and 3-year betas of 0.89 and 0.95 respectively.7 The specific characteristics described above (the relative figures and percentages in terms of asset allocation, market capitalization, sector diversification, regional exposure, P/E ratio, yield, and risk profile) do not constitute fixed aspects of Target Fund and Acquiring Fund's investment strategies. Rather, they reflect the fact that the funds' similar investment strategies have led them to react similarly (by choosing similar portfolios) to the market conditions in place up until the comparison date. Consistent with the similarity of the funds, on the date of the Transaction, at least 33 1/3% of Target Fund's portfolio assets will not be required to be sold by virtue of the investment objectives, strategies, policies, risks or restrictions of Acquiring Fund, and Target Fund has not realigned its portfolio prior to the Transaction in order for this to be true. Acquiring Fund has no plan or intention to change any of its investment objectives, strategies, policies, risks or restrictions after the Transaction. After the Transaction, Acquiring Fund will invest all assets acquired from Target Fund in a manner consistent with the funds' shared investment strategies, as described above and reflected by the aforementioned portfolio data. Based on the foregoing representations and assumptions and our review of the documents and items referred to above, we are of the opinion that generally, subject to the final paragraphs hereof, for U.S. federal income tax purposes: (i) The Transaction will constitute a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Target Fund each will be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) Under Section 1032 of the Code, no gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund; (iii) Under Section 362(b) of the Code, the basis in the hands of Acquiring Fund of the assets of Target Fund transferred to Acquiring Fund in the Transaction will be the same as the basis of such assets in the hands of Target Fund immediately prior to the transfer; - -------- 7 Beta is the statistical measure of the degree of variance between a security or fund and a specifically defined market, such as the S&P 500 or the Russell 1000 Value. RiverSource New Dimensions Fund RiverSource Large Cap Equity Fund (iv) Under Section 1223(2) of the Code, the holding periods of the assets of Target Fund in the hands of Acquiring Fund will include the periods during which such assets were held by Target Fund; (v) Under Section 361 of the Code, no gain or loss will be recognized by Target Fund upon the transfer of Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund, or upon the distribution of Acquiring Fund Shares by Target Fund to its shareholders in liquidation; (vi) Under Section 354 of the Code, no gain or loss will be recognized by Target Fund shareholders upon the exchange of their Target Fund shares for Acquiring Fund Shares; (vii) Under Section 358 of the Code, the aggregate basis of Acquiring Fund Shares a Target Fund shareholder receives in connection with the Transaction will be the same as the aggregate basis of his or her Target Fund shares exchanged therefor; (viii) Under Section 1223(1) of the Code, a Target Fund shareholder's holding period for his or her Acquiring Fund Shares will be determined by including the period for which he or she held the Target Fund shares exchanged therefor, provided that he or she held such Target Fund shares as capital assets; and (ix) Acquiring Fund will succeed to and take into account the items of Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. We express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. We note that, as described above, prior to the Transaction, Target Fund will, for federal income tax purposes, be deemed to have received assets from a partnership (the Master Fund) in which it has invested all of its assets, and through which it has historically conducted its business, in complete liquidation of its interests therein. That deemed liquidation will result in Target Fund's tax basis in its interest in that partnership being substituted for the tax basis of the assets owned by the partnership at the time of the liquidation, allocated among those assets as provided in Section 732(c) of the Code. It is this basis that will "carry over" to Acquiring Fund as described in (iii) above. In connection with this opinion, we call your attention to Revenue Ruling 87-76, 1987-2 C.B. 84, published by the Internal Revenue Service (the "IRS"). In that ruling, the IRS held that RiverSource New Dimensions Fund RiverSource Large Cap Equity Fund the so-called "continuity of business enterprise" requirement necessary for tax-free reorganization treatment was not met in the case of an acquisition of an investment company which invested in corporate stocks and bonds by an investment company which invested in municipal bonds. Specifically, the IRS based its ruling on its conclusion that the business of investing in corporate stocks and bonds is not the same line of business as investing in municipal bonds. We believe that the IRS's conclusion in this ruling has always been questionable. In addition, a series of private letter rulings issued in July 2005 suggests that the IRS's position on this issue is evolving: the IRS relied upon historic business representations to conclude that the reorganization satisfied the continuity of business enterprise requirement. However, even if the IRS's 1987 revenue ruling were a correct statement of law, the facts of this Transaction are distinguishable from those in the ruling. We believe that Acquiring Fund and Target Fund are both engaged in the same line of business: each is an open-end management investment company that seeks long-term growth of capital, generally by investing in equity securities. The funds' portfolios are substantially similar in terms of asset allocation, market capitalization, sector diversification, regional exposure and risk profile. After the Transaction, Acquiring Fund will continue that line of business for the benefit of the stockholders of both Target and Acquiring Funds. Although Acquiring Fund will dispose of securities formerly held by Target Fund, these dispositions will be fully consistent with the shared historic investment policies of both Funds and all proceeds generated by such dispositions will be reinvested in a manner fully consistent with such policies. In these circumstances, we are of the opinion that Acquiring Fund will have continued the historic business of Target Fund for the benefit of, among others, the historic stockholders of Target Fund, and that the continuity of business enterprise doctrine should, as a result, be fulfilled. Because Revenue Ruling 87-76 is the only ruling on which taxpayers can rely (i.e., the only ruling that is not a private letter ruling) dealing specifically with the application of the "continuity of business enterprise" requirement to a reorganization involving investment companies, however, our opinion cannot be free from doubt. No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above. [Rest of page intentionally left blank.] RiverSource New Dimensions Fund RiverSource Large Cap Equity Fund Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. Very truly yours, /s/ Ropes & Gray LLP ---------------------- Ropes & Gray LLP EX-99.12B TAX OPIN 4 tax-opinionstock_discequity.txt TAX OPINION FOR REORGANIZATION OF RIVERSOURCE STOCK FUND AND RIVERSOURCE DISCIPLINED EQUITY FUND [GRAPHIC OMITTED][GRAPHIC OMITTED] March 10, 2006 RiverSource Stock Fund AXP Stock Series, Inc. 70100 AXP Financial Center Minneapolis, MN 55474 RiverSource Disciplined Equity Fund AXP Growth Series, Inc. 70100 AXP Financial Center Minneapolis, MN 55474 Ladies and Gentlemen: We have acted as counsel in connection with the Agreement and Plan of Reorganization (the "Agreement") dated November 10, 2005 between AXP Stock Series, Inc.,1 a company organized under the laws of Minnesota ("Target Corporation"), on behalf of one of its series, RiverSource Stock Fund ("Target Fund") (formerly AXP Stock Fund), and AXP Growth Series, Inc.,2 a company organized under the laws of Minnesota ("Acquiring Corporation"), on behalf of one of its series, RiverSource Disciplined Equity Fund ("Acquiring Fund") (formerly AXP Quantitative Large Cap Equity Fund). The Agreement describes a transaction (the "Transaction") to occur as of the date of this letter (the "Closing Date"), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. This opinion as to certain U.S. federal income tax consequences of the Transaction is furnished to you pursuant to Sections 7(d) and 8(d) of the Agreement. Capitalized terms not defined herein are used herein as defined in the Agreement. Target Fund is a series of Target Corporation, which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. Shares of Target Fund are redeemable at net asset value at each shareholder's option. Target Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Internal Revenue Code of 1986, as amended (the "Code"). Acquiring Fund is a series of Acquiring Corporation, which is registered under the 1940 Act as an open-end management investment company. Shares of Acquiring Fund are - -------- 1 AXP Stock Series, Inc. may change its name to RiverSource Stock Series, Inc. in April of 2006. 2 AXP Growth Series, Inc. expects to change its name to RiverSource Large Cap Series, Inc. in April of 2006. 9910012_1 RiverSource Stock Fund RiverSource Disciplined Equity Fund redeemable at net asset value at each shareholder's option. Acquiring Fund has elected to be a regulated investment company for federal income tax purposes under Section 851 of the Code. For purposes of this opinion, we have considered the Agreement, the Combined Prospectus/Proxy Statement dated December 16, 2005 and such other items as we have deemed necessary to render this opinion. In addition, you have provided us with letters dated as of the date hereof, representing as to certain facts, occurrences and information upon which you have indicated that we may rely in rendering this opinion (whether or not contained or reflected in the documents and items referred to above). The facts you have represented as to in paragraph 5 of the letter from Acquiring Fund and paragraph 6 of the letter from Target Fund, each dated as of the date hereof, support the conclusion that, following the Transaction, Acquiring Fund will continue the historic business of Target Fund as an open-end investment company that seeks growth of capital, generally by investing in both growth and value stocks included in the S&P 500. Target Fund has accomplished this goal historically through a "master-feeder" structure in which Target Fund invested all of its assets in Equity Portfolio, a series of Growth and Income Trust, a Massachusetts business trust. Equity Portfolio (the "Master Fund"), in turn invested those assets in a portfolio of securities. Target Fund and Ameriprise Financial, Inc. have historically owned all of the interests of the Master Fund (with Target Fund historically owning more than 99% of those interests). On or before the day prior to the Closing Date, the Master Fund made one or more distributions to Ameriprise Financial, Inc. in liquidation of Ameriprise Financial, Inc.'s interest in the Master Fund. As a result of the liquidation of Ameriprise Financial, Inc.'s interest in the Master Fund, the Master Fund will be disregarded as an entity separate from its sole owner, Target Fund, in accordance with Treas. Reg. ss. 301.7701-3(f)(2) with the effect that, for federal income tax purposes, Target Fund will be deemed to have received assets from the Master Fund in liquidation of its interests therein. Accordingly, at the time of the Transaction, Target Fund will be deemed, for federal income tax purposes, to directly own the securities previously owned by the Master Fund, rather than owning interests in the Master Fund. Because Target Fund, as "feeder fund" in the above-described "master-feeder" structure, has owned more than 99% of the interests in the Master Fund for a significant period of time without reference to the Transaction, Treasury Regulations allow Target Fund to treat the business activities of the Master Fund as Target Fund's own historic business activities. Therefore, for purposes of this opinion, reference will be made directly to the business and assets of Target Fund rather than to the business and assets of the Master Fund. Various factors demonstrate the similarity between Target Fund and Acquiring Fund. The two funds have similar investment styles: Morningstar categorized both funds' investment RiverSource Stock Fund RiverSource Disciplined Equity Fund styles as "Large Blend"3 as of March 31, 2005 (the "comparison date"), a randomly selected date that reflects the funds' portfolios without reference to the Transaction. As one would expect from equity funds, each fund invested at least 95% of its net assets in stocks, less than 3% in cash, and approximately 1% in other assets. Neither fund invested in bonds. For purposes of selecting investments, Acquiring Fund has historically employed a quantitative stock selection methodology based on sophisticated statistical analysis with respect to its entire portfolio and Target Fund has historically employed a similar quantitative stock selection methodology based on sophisticated statistical analysis with respect to approximately 25% of its portfolio. Although Target Fund has historically employed a traditional, non-quantitative stock selection methodology with respect to approximately 75% of its portfolio, as described below, the funds hold stocks with similar characteristics. The similarity of the funds' investment styles is made evident and enhanced by the fact that the two managers of Acquiring Fund, Dimitris J. Bertsimas and Gina K. Mourtzinou, are two of the four managers of Target Fund. A comparison of the funds' portfolios indicates that, consistent with the funds' shared goals and strategies, the funds hold stocks with similar characteristics. First, the funds' portfolios are quite similar in terms of market capitalization. As of the comparison date, the weighted average market capitalization figure of Target Fund, $49.268 billion, was similar to that of Acquiring Fund, $43.301 billion. When compared in terms of the percentage of net assets that each fund invested in stocks of varying market capitalizations, each fund invested approximately 55% of its net assets in giant-cap stock, approximately 38% in large cap stocks, between 6% and 9% in mid-cap stock, and almost nothing in small- and micro-cap stock (Acquiring Fund invested 0.01% in small-cap stock). In particular, there was a total overlap of 97.47%, consisting of 53.78% in giant-cap stocks, 37.42% in large-cap stocks, and 6.27% in mid-cap stocks.4 Second, the funds' portfolios have a similar profile with respect to their investments across industry sectors. As of the comparison date, the funds' equity investments were compared using three broad industry sectors, which were also subdivided into twelve sub-categories. Looking solely at the three broad sectors, each fund made approximately 40% of its equity investments in each of the service sector and the manufacturing sector, and approximately 15% of its investments in the information sector. In particular, the funds shared a total overlap of - --------- 3 The funds were also in the same Lipper category. Both funds were categorized by Lipper as "Large-Cap Core" funds. 4 Rather than using a fixed number of "large-cap" or "small-cap" stocks, Morningstar uses a flexible system that is not adversely affected by overall movements in the market. World equity markets are first divided into seven style zones: (1) United States, (2) Latin America, (3) Canada, (4) Europe, (5) Japan, (6) Asia excluding Japan, and (7) Australia/New Zealand. The stocks in each style zone are further subdivided into size groups. "Giant-cap" stocks are defined as those that account for the top 40% of the capitalization of each style zone, "large-cap" stocks represent the next 30%, "mid-cap" stocks represent the next 20%, "small-cap" stocks represent the next 7%, and "micro-cap" stocks represent the smallest 3%. RiverSource Stock Fund RiverSource Disciplined Equity Fund 91.47%, constituted by 40.10% in the services sector, 37.94% in the manufacturing sector, and 13.43% in the information sector. Upon further dividing these three sectors into twelve sub-categories (services: healthcare services, consumer services, business services, financial services; manufacturing: consumer goods, industrial goods, energy, utilities; and information: software, hardware, media, telecommunications;), the funds shared a total overlap of 80.83%. Both funds were also relatively diversified across these twelve sub-categories, with each fund allocating no more than 22% of its equity investments to any one sub-category. Next, the funds' portfolios share considerable similarity in terms of regional exposure. As of the comparison date, greater than 95% of each fund's stock was U.S. stock. Both funds also offer investors similar exposure to growth and income. As of the comparison date, the weighted average P/E ratios of the funds, a measure of growth potential, were relatively close (16.37 for Target Fund and 14.82 for Acquiring Fund). The dividend yields5 were also relatively close (1.61% for Target Fund and 1.93% for Acquiring Fund), although their overall yields6 were different (1.38% for Target Fund and 0.47% for Acquiring Fund). Consistent with the similarity of investment strategies, the two funds bear relatively similar risk profiles. As of the comparison date, Target Fund and Acquiring Fund correlated with the S&P 500 to a similar degree, with 1-year betas of 0.94 and 1.21, respectively.7 The specific characteristics described above (the relative figures and percentages in terms of asset allocation, market capitalization, sector diversification, regional exposure, P/E ratio, yield, and risk profile) do not constitute fixed aspects of Target Fund and Acquiring Fund's investment strategies. Rather, they reflect the fact that the funds' similar investment strategies have led them to react similarly (by choosing similar portfolios) to the market conditions in place up until the comparison date. - --------- 5 Projected dividend yield for a stock is the percentage of its stock price that a company is projected to pay out as dividends. It is calculated by dividing estimated annual dividends per share (DPS) for the current fiscal year by the company's most recent month-end stock price. Morningstar calculates internal estimates for the current year DPS based on the most recently reported DPS and average historical dividend growth rates. This is one of the five value factors used to calculate the Morningstar Style Box. For portfolios, this data point is calculated by taking an asset-weighted average of the dividend yields of all the stocks in the portfolio. 6 Yield, expressed as a percentage, represents a fund's income return on capital investment for the past 12 months. This figure refers only to interest distributions from fixed-income securities, dividends from stocks, and realized gains from currency transactions. Monies generated from the sale of securities or from options and futures transactions are considered capital gains, not income. Return of capital is also not considered income. Morningstar computes yield by dividing the sum of the fund's income distributions for the past 12 months by the previous month's net asset value (adjusted upward for any capital gains distributed over the same time period). 7 Beta is the statistical measure of the degree of variance between a security or fund and a specifically defined market, such as the S&P 500. RiverSource Stock Fund RiverSource Disciplined Equity Fund Consistent with the similarity of the funds, on the date of the Transaction, at least 33 1/3% of Target Fund's portfolio assets will not be required to be sold by virtue of the investment objectives, strategies, policies, risks or restrictions of Acquiring Fund, and Target Fund has not realigned its portfolio prior to the Transaction in order for this to be true. Acquiring Fund has no plan or intention to change any of its investment objectives, strategies, policies, risks or restrictions after the Transaction. After the Transaction, Acquiring Fund will invest all assets acquired from Target Fund in a manner consistent with the funds' shared investment strategies, as described above and reflected by the aforementioned portfolio data. Based on the foregoing representations and assumptions and our review of the documents and items referred to above, we are of the opinion that generally, subject to the final paragraphs hereof, for U.S. federal income tax purposes: (i) The Transaction will constitute a reorganization within the meaning of Section 368(a) of the Code, and Acquiring Fund and Target Fund each will be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) Under Section 1032 of the Code, no gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Target Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund; (iii) Under Section 362(b) of the Code, the basis in the hands of Acquiring Fund of the assets of Target Fund transferred to Acquiring Fund in the Transaction will be the same as the basis of such assets in the hands of Target Fund immediately prior to the transfer; (iv) Under Section 1223(2) of the Code, the holding periods of the assets of Target Fund in the hands of Acquiring Fund will include the periods during which such assets were held by Target Fund; (v) Under Section 361 of the Code, no gain or loss will be recognized by Target Fund upon the transfer of Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the liabilities of Target Fund, or upon the distribution of Acquiring Fund Shares by Target Fund to its shareholders in liquidation; (vi) Under Section 354 of the Code, no gain or loss will be recognized by Target Fund shareholders upon the exchange of their Target Fund shares for Acquiring Fund Shares; RiverSource Stock Fund RiverSource Disciplined Equity Fund (vii) Under Section 358 of the Code, the aggregate basis of Acquiring Fund Shares a Target Fund shareholder receives in connection with the Transaction will be the same as the aggregate basis of his or her Target Fund shares exchanged therefor; (viii) Under Section 1223(1) of the Code, a Target Fund shareholder's holding period for his or her Acquiring Fund Shares will be determined by including the period for which he or she held the Target Fund shares exchanged therefor, provided that he or she held such Target Fund shares as capital assets; and (ix) Acquiring Fund will succeed to and take into account the items of Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder. We express no view with respect to the effect of the reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. We note that, as described above, prior to the Transaction, Target Fund will, for federal income tax purposes, be deemed to have received assets from a partnership (the Master Fund) in which it has invested all of its assets, and through which it has historically conducted its business, in complete liquidation of its interests therein. That deemed liquidation will result in Target Fund's tax basis in its interest in that partnership being substituted for the tax basis of the assets owned by the partnership at the time of the liquidation, allocated among those assets as provided in Section 732(c) of the Code. It is this basis that will "carry over" to Acquiring Fund as described in (iii) above. In connection with this opinion, we call your attention to Revenue Ruling 87-76, 1987-2 C.B. 84, published by the Internal Revenue Service (the "IRS"). In that ruling, the IRS held that the so-called "continuity of business enterprise" requirement necessary for tax-free reorganization treatment was not met in the case of an acquisition of an investment company which invested in corporate stocks and bonds by an investment company which invested in municipal bonds. Specifically, the IRS based its ruling on its conclusion that the business of investing in corporate stocks and bonds is not the same line of business as investing in municipal bonds. We believe that the IRS's conclusion in this ruling has always been questionable. In addition, a series of private letter rulings issued in July 2005 suggests that the IRS's position on this issue is evolving: the IRS relied upon historic business representations to conclude that the reorganization satisfied the continuity of business enterprise requirement. However, even if the IRS's 1987 revenue ruling were a correct statement of law, the facts of this Transaction are distinguishable from those in the ruling. RiverSource Stock Fund RiverSource Disciplined Equity Fund We believe that Acquiring Fund and Target Fund are both engaged in the same line of business: each is an open-end management investment company that seeks growth of capital, generally by investing in both growth and value stocks included in the S&P 500. The funds' portfolios are substantially similar in terms of asset allocation, market capitalization, sector diversification, regional exposure and risk profile. After the Transaction, Acquiring Fund will continue that line of business for the benefit of the stockholders of both Target and Acquiring Funds. Although Acquiring Fund will dispose of securities formerly held by Target Fund, these dispositions will be fully consistent with the shared historic investment policies of both Funds and all proceeds generated by such dispositions will be reinvested in a manner fully consistent with such policies. In these circumstances, we are of the opinion that Acquiring Fund will have continued the historic business of Target Fund for the benefit of, among others, the historic stockholders of Target Fund, and that the continuity of business enterprise doctrine should, as a result, be fulfilled. Because Revenue Ruling 87-76 is the only ruling on which taxpayers can rely (i.e., the only ruling that is not a private letter ruling) dealing specifically with the application of the "continuity of business enterprise" requirement to a reorganization involving investment companies, however, our opinion cannot be free from doubt. No ruling has been or will be obtained from the IRS as to the subject matter of this opinion and there can be no assurance that the IRS or a court of law will concur with the opinion set forth above. [Rest of page intentionally left blank.] RiverSource Stock Fund RiverSource Disciplined Equity Fund Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings, judicial decisions, and other applicable authority, all as in effect on the date of this opinion. The legal authorities on which this opinion is based may be changed at any time. Any such changes may be retroactively applied and could modify the opinions expressed above. Very truly yours, /s/ Ropes & Gray LLP ----------------------- Ropes & Gray LLP EX-99.16 PWR OF ATTY 5 poa.txt DIRECTORS'/TRUSTEES' POWER OF ATTORNEY TO SIGN THIS REGISTRATION STATEMENT AND ITS AMENDMENTS, DATED JAN. 11, 2006 DIRECTORS/TRUSTEES POWER OF ATTORNEY City of Minneapolis State of Minnesota Each of the undersigned, as directors and trustees of the below listed open-end, diversified investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 with the Securities and Exchange Commission: 1933 Act 1940 Act Reg. Number Reg. Number AXP Fixed Income Series, Inc. 2-51586 811-2503 AXP California Tax-Exempt Trust 33-5103 811-4646 AXP Discovery Series, Inc. 2-72174 811-3178 AXP Equity Series, Inc. 2-13188 811-772 AXP High Yield Income Series, Inc. 2-86637 811-3848 AXP Government Income Series, Inc. 2-96512 811-4260 AXP Global Series, Inc. 33-25824 811-5696 AXP Growth Series, Inc. 2-38355 811-2111 AXP High Yield Tax-Exempt Series, Inc. 2-63552 811-2901 AXP International Series, Inc. 2-92309 811-4075 AXP Investment Series, Inc. 2-11328 811-54 AXP Managed Series, Inc. 2-93801 811-4133 AXP Market Advantage Series, Inc. 33-30770 811-5897 AXP Money Market Series, Inc. 2-54516 811-2591 AXP Dimensions Series, Inc. 2-28529 811-1629 AXP Selected Series, Inc. 2-93745 811-4132 AXP Progressive Series, Inc. 2-30059 811-1714 AXP Income Series, Inc. 2-10700 811-499 AXP Special Tax-Exempt Series Trust 33-5102 811-4647 AXP Stock Series, Inc. 2-11358 811-498 AXP Strategy Series, Inc. 2-89288 811-3956 AXP Tax-Exempt Series, Inc. 2-57328 811-2686 AXP Tax-Free Money Series, Inc. 2-66868 811-3003 AXP Sector Series, Inc. 33-20872 811-5522 AXP Partners Series, Inc. 333-57852 811-10321 AXP Partners International Series, Inc. 333-64010 811-10427 AXP Variable Portfolio-Partners Series, Inc 333-61346 811-10383 AXP Variable Portfolio-Investment Series, Inc. 2-73115 811-3218 AXP Variable Portfolio-Managed Series, Inc. 2-96367 811-4252 AXP Variable Portfolio-Money Market Series, Inc. 2-72584 811-3190 AXP Variable Portfolio-Income Series, Inc. 2-73113 811-3219 AXP Variable Portfolio-Select Series, Inc. 333-113780 811-21534 hereby constitutes and appoints Arne H. Carlson, any other member of the Boards who is not an interested person of the investment manager, and Leslie L. Ogg or any one of these persons individually as her or his attorney-in-fact and agent to file and sign for her or him in her or his name, place and stead any and all further amendments to said registration statements with all exhibits and other documents thereto pursuant to said Acts and any rules and regulations thereunder and grants them the full power and authority to do and perform each and every act required and necessary to be done in connection therewith. * RiverSource will replace AXP in the name of each company upon filing with the Secretary of State. Dated the 11th day of January, 2006. /s/ Arne H. Carlson /s/ Stephen R. Lewis, Jr. - ------------------- ---------------------------- Arne H. Carlson Stephen R. Lewis, Jr. /s/ Kathleen A. Blatz /s/ Catherine James Paglia - --------------------- ---------------------------- Kathleen A. Blatz Catherine James Paglia /s/ Patricia M. Flynn /s/ Alan K. Simpson - --------------------- ---------------------------- Patricia M. Flynn Alan K. Simpson /s/ Anne P. Jones /s/ Alison Taunton-Rigby - ----------------- ---------------------------- Anne P. Jones Alison Taunton-Rigby /s/ Jeffrey Laikind /s/ William F. Truscott - ------------------- ---------------------------- Jeffrey Laikind William F. Truscott -----END PRIVACY-ENHANCED MESSAGE-----